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V <br />bona fide employee employed by the PARTICIPANT. For breach or violation of this provision, <br />the DEPARTMENT shall have the right to terminate the AGREEMENT without liability. <br />10. With respect to any of the PARTICIPANT'S agents, consultants, subconsultants, contractors, <br />and/or sub -contractors, such party in any contract for this Project shall agree to indemnify, <br />defend, save and hold harmless the DEPARTMENT from all claims, demands, liabilities, and <br />suits of any nature arising out of, because of or due to any intentional and/or negligent act or <br />occurrence, omission or commission of such agents, consultants, subconsultants, contractors <br />and/or subcontractors. The PARTICIPANT shall provide to the DEPARTMENT written <br />evidence of the foregoing upon the request of the DEPARTMENT. It is specifically understood <br />and agreed that this indemnification clause does not cover or indemnify the DEPARTMENT for <br />its own negligence. <br />11. This AGREEMENT is governed by and construed in accordance with the laws of the State of <br />Florida. <br />12. This document incorporates and includes all prior negotiations, correspondence, <br />conversations, agreements, or understandings applicable to the matters contained herein, and <br />the parties agree that there are no commitments, agreements or understandings concerning <br />the subject matter of this agreement that are not contained in this document. Accordingly, it is <br />agreed that no deviation from the terms hereof shall be predicated upon any prior <br />representation or agreements whether oral or written. It is further agreed that no modification, <br />amendment, or alteration in the terms and conditions contained herein shall be effective unless <br />contained in a written document executed with the same formality and of equal dignity <br />herewith. <br />13. Any or all notices (except invoices) given or required under this Agreement shall be in writing <br />and either personally delivered with .receipt acknowledged or sent by certified mail, return <br />receipt requested. All notices delivered shall be sent to the following addresses: <br />If to the DEPARTMENT: <br />Florida Department of Transportation - District Four <br />3400 West Commercial Blvd. <br />Fort Lauderdale, Florida 33309-3421 <br />Attn: Leos A. Kennedy, Jr. <br />With a copy to: Betsy Jeffers <br />A second copy to: District General Counsel <br />If to the PARTICIPANT: <br />Indian River County <br />1801 27th Street <br />Vero Beach, Florida 32960 <br />Attn: Jim Davis, P.E. <br />With a copy to: Joseph Baird <br />County Administrator <br />With a second copy to: County Attorney <br />5 of 7 <br />