|
287.055, 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
<br />fide employee working solely for the Consultant any fee, commission, percentage fee, gifts or
<br />any other considerations, contingent upon or resulting from the award or making of this
<br />contract. For breach of violation of this provision, the County shall have the right to terminate
<br />this Agreement without liability and, at its discretion, to deduct from the contract price, or
<br />otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration.
<br />10. MISCELL.ANOUS PROVISIONS.
<br />10.1 Independent Contractor. It is specifically understood and acknowledged by the
<br />parties hereto that the Consultant or employees or subconsultants of the Consultant are in no
<br />way to be considered employees of the County, but are independent contractors performing
<br />solely under the terms of the Agreement and not otherwise.
<br />10.2 Merger; Modification. This Agreement incorporates and includes all prior and
<br />contemporaneous negotiations, correspondence, conversations, agreements or
<br />understandings applicable to the matters contained herein and the parties agree that there are
<br />no commitments, agreements, or understandings of any nature whatsoever concerning the
<br />subject matter of the Agreement that are not contained in this document. Accordingly, it is
<br />agreed that no deviation from the terms hereof shall be predicated upon any prior or
<br />contemporaneous representations or agreements, whether oral or written. No alteration,
<br />change, or modification of the terms of this Agreement shall be valid unless made in writing
<br />and signed by the Consultant and the County.
<br />10.3 Governing Law; Venue. This Agreement, including all attachments hereto, shall
<br />be construed according to the laws of the State of Florida. Venue for any lawsuit brought by
<br />either party against the other party or otherwise arising out of this Agreement shall be in
<br />Indian River County, Florida, or, in the event of federal jurisdiction, in the United States
<br />District Court for the Southern District of Florida. Notwithstanding any provision of this
<br />Agreement to the contrary, in no event shall either party be liable to the other for
<br />consequential, incidental, punitive, special, or exemplary damages, including lost revenues,
<br />profits, delays, or other economic loss arising from any cause including breach of warranty,
<br />breach of contract, tort, strict liability or any other cause whatsoever. To the extent permitted
<br />by law, any statutory remedies that are inconsistent with this provision of the Agreement are
<br />waived.
<br />10.4 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
<br />available to either party, at law or in equity. Each right, power and remedy of the parties
<br />provided for in this Agreement shall be cumulative and concurrent and shall be in addition to
<br />every other right, power or remedy provided for in this Agreement or now or hereafter existing
<br />at law or in equity or by statute or otherwise. The failure of either party to insist upon
<br />compliance by the other party with any obligation, or exercise any remedy, does not waive the
<br />right to so in the event of a continuing or subsequent delinquency or default. A party's waver
<br />of one or more defaults does not constitute a waiver of any other delinquency or default. If any
<br />legal action or other proceeding is brought for the enforcement of this Agreement or because
<br />of an alleged dispute, breach, default or misrepresentation in connection with any provisions
<br />of this Agreement, each party shall bear its own costs.
<br />G]
<br />
|