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I f 'this contract. For breach of violation of this provision, the COUNTY shad have the rf-ht to terminate this Agreement without liability and, at its discretion, to deduct from the contract price, for otherwise recover, #a full amount of such fee, commission, percentage, gift, or consideration. 10.1 Independent Contractor. It is specifically understood and acknowledged by, parties hereto that the Consultant or employees or subconsultants of the 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. W2 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 subjectimatter of the Agreementl"that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall tie predicated upon any prior or contemporaneous representations & 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 COU, NTY; 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 this Agreement shall 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. The prevailing party in any lawsuit arising out of or related to this Agreement shall be entitled to recover its reasonable attorney's fees and costs, including fees and costs through appeal. The parties expressly and voluntarily waive any and all rights to trial by juicy in connection with any, litigation arising out of or related to this Agreement. 10.4 Remedies; No Waiver. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at lawo'ti1 equity. Each right, power and remedy of the parties provided for in this Agreement shall be OUMulative and concurrent and shall be io 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. The failure of either party to insist upon compliance by the other party with any obligation, or exercise any remedy, does not waive the ri to saR ie tie event of a continuing or subsequent delinquency or default. A party's waver 'of' one or tnore defaults does not constitute a waiver of any other delinquency or default: if any legal action or other proceeding is brought for the enforcement of Agreement or because of an alleged dispute,breach, default or misrepresentation k1i connection with any provisions of this Agreement, each party shall bear its ocosts. 10.5 Severability. If any term or provision of -this Agreement or the application thrf to any person or circumstance shall, to any extent, be held invalid or unenforceable for lllitie 9 _. 362