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Within thirty (30) days following receipt of such notice, the County shall have cured to the reasonable satisfaction of IRCHD. In the event the County fails to cure within thirty (30) days, this Agreement shall be deemed to be terminated with no further action by IRCHD, other than written notice from IRCHD to the County of termination; 3. Of mutual agreement of the parties with no less than thirty (30) days' prior written notice. 4. ASSIGNMENT. This agreement shall not be assigned in whole or in part by either party without the express prior written consent of the other party. 5. SEVERABILITY. If any provision of this Agreement is invalid or inoperative for any reason, then that part of the Agreement shall be deemed modified to the extent necessary to make the Agreement valid and operative or if it can not be so modified, then it shall be severed and the remainder of the Agreement shall continue in full force and effect as if the Agreement had been signed with the invalid portion modified or eliminated. 6. 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 subject matter hereof that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be 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 IRCHD and the County. 7. 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. 8. PUBLIC RECORDS. The County and IRCHD shall comply with the provisions of Chapter 119, Florida Statutes (Public Records Law) in connection with this Agreement. 9. NOTICES. Any notice, request, demand, consent, approval, or other communication required or permitted by this Agreement shall be given or made in writing and shall be served, as elected by the party giving such notice, by any of the following methods: (a) Hand delivery to the other party; (b) Delivery by commercial overnight courier service; or (c) Mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: County : Indian River County Attn: Tom Frame, General Services Director, as Project Manager 184025 th Street, Vero Beach, FL 32960-3365 Phone: (772) 226 1223; Facsimile: (772) 770-5095 3