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CONSULTANT are in no way to be considered employees of the COUNTY, but are independent contractors performing solely under the terms of the Agreement and not otherwise. 10.2 Merger; Modification. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by the CONSULTANT and the COUNTY. 10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of thisXAgreement sfiKall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. 10.4 Remedies; No Waiver. All remedies -,provided`�\nthis Agreement shall be deemed cumulative and additional, and not in lieu or exclusive�of\each`othe�or of any other remedy available to either party, at law or in equity\Each right) power\and/remedy of the parties provided for in this Agreement shall becumulative and -concurrent and shall be in addition to every other right, power or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute or�otherwise.Ttib failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the right to so in the event/o a-continuing\or subsequent delinquency or default. A party's waiver of one or more defaults -does no6donsfitute, a waiver of any other delinquency or default. If any legal action or other p o eeding�'is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 10.5 Severability. If any term -or provision of this Agreement or the application thereof to any person or -circumstance 'shall; to -any extent, be held invalid or unenforceable for the remain/def—of-this Agreement, then the application of such term or provision to persons or circumstances other -than those as to which it is held invalid or unenforceable shall not be affected; -and every-otherter'm and provision of this Agreement shall be deemed valid and enforceable-to"the extent permitted by law. f,Funds. The obligations of the. COUNTY under this Agreement are 10.6 Availability� subject to the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners of Indian River County. 10.7 No Pledge of Credit. The CONSULTANT shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or anyform of indebtedness. 10.8 Survival. Except as otherwise expressly provided herein, each obligation in this Agreement to be performed by CONSULTANT shall survive the termination or expiration of this Agreement. 75