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in this Agreement, and any provisions required thereby to be included herein shall be deemed to be incorporated herein by reference . Noncompliance may be considered grounds for termination of this Agreement . - 9 . FACILITY UNAVAILABILITY DISCLAIMER . The County assumes no responsibility for circumstances that may require the closing of the Facility due to conditions that would render it unfit for public usage due to inclement weather, state health department or other regulatory agencies ' requirements . In the event of such occurrence , it is the responsibility of the Contractor to obtain alternative facilities 10 . APPROVAL . The County Administrator shall have the final recommending authority on this Agreement . 11 . GOVERNING LAW , This Agreement shall be governed by the laws of the State of Florida and any and all legal action instituted because of this Agreement shall be instituted in Indian River County for all state court matters , and in the Southern District of Florida for all federal court matters . 12 . ENTIRETY OF AGREEMENT . 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 of this Agreement that are not contained in this Agreement. No supplement , modification , or amendment to this Agreement shall be binding unless signed in writing by the County and the Contractor. 13 . SEVERABILITY . In the event any of the provisions of this Agreement are deemed to be unenforceable , the enforceability of the remaining provisions of this Agreement shall not be affected . 14 . GENERAL . The Background Recitals are true and correct and form a material part of this Agreement . 15 . INDEPENDENT CONTRACTOR RELATIONSHIP , The Contractor is , and shall be , in the performance of all Services and activities under this Agreement, an independent contractor, and not an employee , agent , or servant of the County. All persons engaged in any of the Services performed pursuant to this Agreement shall at all times , and in all places , be subject to the Contractor's sole direction , supervision , and control . The Contractor shall exercise control over the means and manner in which it and its employees , if any , perform the Services , and in all respects the Contractor' s relationship and the relationship of its employees , if any, to the County shall be -that of an fra iepender►t_=ntractor-_-_and_ not_-as - -> e. p -of- the County. -The Contractor does not have the power or authority to bind the County in any promise , agreement, or representation . 16 . NOTICE . 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 4