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10.2 Pursuant to the CONSULTANTS' Competitive Negotiation Act, Section 287.055, Florida
<br />Statutes, the CONSULTANT warrants that it has not employed or retained any company or person
<br />other than a bona fide employee working solely for the CONSULTANT to solicit or secure this
<br />Agreement and that it has not paid or agreed to pay any company or person other than a bona fide
<br />employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any
<br />other considerations, contingent upon or resulting from the award or making of this contract. For
<br />breach of violation of this provision, the COUNTY shall have the right to terminate this Agreement
<br />without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the
<br />full amount of such fee, commission, percentage, gift, or consideration.
<br />ii. MISCELLANEOUS PROVISIONS
<br />11.1 Independent Contractor. It is specifically understood and acknowledged by the parties
<br />hereto that the CONSULTANT or employees or sub -consultants of the CONSULTANT are in no way
<br />to be considered employees of the COUNTY, but are independent contractors performing solely
<br />under the terms of the Agreement and not otherwise.
<br />11.2 Merger; Modification. This Agreement incorporates and includes all prior and
<br />contemporaneous negotiations, correspondence, conversations, agreements, or understandings
<br />applicable to the matters contained herein and the parties agree that there are no commitments,
<br />agreements, or understandings of any nature whatsoever concerning the subject matter of the
<br />Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from
<br />the terms hereof shall be predicated upon any prior or contemporaneous representations or
<br />agreements, whether oral or written. No alteration, change, or modification of the terms of this
<br />Agreement shall be valid unless made in writing and signed by the CONSULTANT and the COUNTY.
<br />11.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall be
<br />construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party
<br />against the other party or otherwise arising out of this Agreement shall be in Indian River County,
<br />Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern
<br />District of Florida.
<br />11.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed
<br />cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available
<br />to either parry, at law or in equity. Each right, power and remedy of the parties provided for in this
<br />Agreement shall be cumulative and concurrent and shall be in addition to every other right, power
<br />or remedy provided for in this Agreement or now or hereafter existing at law or in equity or by statute
<br />or otherwise. The failure of either party to insist upon compliance by the other parry with any
<br />obligation, or exercise any remedy, does not waive the right to so in the event of a continuing or
<br />subsequent delinquency or default. A party's waiver of one or more defaults does not constitute a
<br />waiver of any other delinquency or default. If any legal action or other proceeding is brought for the
<br />enforcement of this Agreement or because of an alleged dispute, breach, default, or
<br />misrepresentation in connection with any provisions of this Agreement, each party shall bear its own
<br />costs.
<br />11.5 Severability. If any term or provision of this Agreement or the application thereof to any
<br />person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of
<br />this Agreement, then the application of such term or provision to persons or circumstances other
<br />than those as to which it is held invalid or unenforceable shall not be affected, and every other term
<br />and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by
<br />law.
<br />11.6 Availability of Funds. The obligations of the COUNTY under this Agreement are subject to
<br />the availability of funds lawfully appropriated for its purpose by the Board of County Commissioners
<br />of Indian River County.
<br />2023015 Agreement - 9
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