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10 . MISCELLANOUS PROVISIONS . <br /> 10 . 1 Independent Contractor. It is specifically understood and acknowledged <br /> by the parties hereto that the Consultant or employees or sub-consultants of the <br /> Consultant are in no way to be considered employees of the COUNTY , but are <br /> independent contractors performing solely under the terms of the Agreement and not <br /> otherwise . <br /> 10 . 2 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 natur whatsoever <br /> concerning the subject matter of the Agreement that are not contained int is 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 , wt ether oral or <br /> written . No alteration , change , or modification of the terms of this Agree nent shall be <br /> valid unless made in writing and signed by the Consultant and the COUNT . <br /> 10 . 3 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 th s 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 /> 10A Remedies : No Waiver. All remedies provided in this Agreement shall be <br /> deemed cumulative and additional , and not in lieu or exclusive of each of er 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 for in this Agreement shall be cumulative a d 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 pay with any <br /> obligation , or exercise any remedy , does not waive the right to so in the event of a <br /> continuing or subsequent delinquency or default . A party' s waver 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 /> 10 . 5 Severability . If any term or provision of this Agreement or th application <br /> thereof to any person or circumstance shall , to any extent , be hel J invalid or <br /> unenforceable for the remainder of this Agreement , then the application of uch 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 /> 11 <br /> F :\Public Works\Keith M\Administrative\Master Agreements for Stormwater Consultants\Master Consultant Contra - CARTER <br /> ASSOCIATES Master Agreement - 3-3-2005 - Final Version .doc <br />