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deduct from the contract price , or otherwise recover, the full amount of such fee , commission , percentage , gift , or consideration . 10 . MISCELLANOUS PROVISIONS , 10 . 1 Independent Contractor. It is specifically understood and acknowledged by the parties hereto that the Consultant or employees or sub-consultants 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 . 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 natu whatsoever concerning the subject matter of the Agreement that are not contained int is document . Accordingly, it is agreed that no deviation from the terms hereof shall a 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 attach ments 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 . t is 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 . 10 . 4 Remedies ; No Waiver. All remedies provided in this Agree nent shall be deemed cumulative and additional , and not in lieu or exclusive of each o her 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 be cumulative aid 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 . The 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 of a continuing or subsequent delinquency or default . A party' s waver of one or more defaults does not constitute a waver of any other delinquency or default If any legal action or other proceeding is brought for the enforcement of this Agreeme it 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 remainder 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 11 F :\PublicWorks\KeithM\Administrative\Master Agreements for Stormwater Consultants\Master Consultant Contr ct - POST , BUCKLEY, SCHUH & JERNIGAN Master Agreement - 3-3-2005 - Final Version .doc