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and manner in which Actuary and its employees perform the Services , and in all <br /> respects the Actuary's relationship and the relationship of its employees to the County <br /> shall be that of an independent contractor performing solely under the terms of the <br /> Agreement and not as employees , agents , or servants of the County . <br /> 10 . MERGER ; MODIFICATION . This Agreement incorporates and includes all prior <br /> and contemporaneous negotiations , correspondence , conversations , agreements or <br /> understandings applicable to the matters contained herein and the parties agree that <br /> there are no commitments , agreements , or understandings of any nature whatsoever <br /> concerning the subject matter hereof that are not contained in this document. <br /> Accordingly, it is agreed that no deviation from the terms hereof shall be predicated <br /> upon any prior or contemporaneous representations or agreements , whether oral or <br /> written . No alteration , change , or modification of the terms of this Agreement shall be <br /> valid unless made in writing and signed by the Actuary and the County . <br /> 11 . GOVERNING LAW; VENUE . This Agreement, including all attachments hereto , <br /> shall be construed according to the laws of the State of Florida . Venue for any lawsuit <br /> brought by either party against the other party or otherwise arising out of this Agreement <br /> shall be in Indian River County, Florida , or, in the event of federal jurisdiction , in the <br /> United States District Court for the Southern District of Florida . <br /> 12 . REMEDIES : NO WAIVER . All remedies provided in this Agreement shall be <br /> deemed cumulative and additional , and not in lieu or exclusive of each other or of any <br /> other remedy available to either party , at law or in equity . Each right, power and <br /> remedy of the parties provided in this Agreement shall be cumulative and concurrent <br /> and shall be in addition to every other right, power or remedy provided for in this <br /> Agreement or now or hereafter existing at law or in equity or by statute or otherwise . <br /> The failure of either party to insist upon compliance by the other party with any <br /> obligation , or exercise any remedy , does not waive the right to do so in the event of a <br /> continuing or subsequent delinquency or default. A party's waiver of one or more <br /> defaults does not constitute a waver of any other delinquency or default. If any legal <br /> 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 <br /> provisions of this Agreement, each party shall bear its own costs . <br /> 13 . SEVERABILITY. If any term or provision of this Agreement, or the application <br /> thereof to any person or circumstance shall , to any extent, be held invalid or <br /> unenforceable for the remainder of this Agreement, then the application of such term or <br /> provision to persons or circumstances other than those as to which it is held invalid or <br /> unenforceable shall not be affected , and every other term and provision of this <br /> Agreement shall be deemed valid and enforceable to the extent permitted by law. <br /> 14 . AVAILABILITY OF FUNDS . The obligations of the County under this Agreement <br /> are subject to the availability of funds lawfully appropriated for its purpose by the Board <br /> of County Commissioners of Indian River County. <br /> 6 <br />