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.. . . . . ... . . .. . . . 23 . 4 This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and that the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicted upon any prior representations or agreements, whether oral or written. 23 . 5 COUNTY and DEVELOPER agree that all activities shall be governed in all respects by the laws of the State of Florida, venue in the courts of Indian River County, State of Florida. 23 . 6 This document shall be executed in five (5) counterparts, each of which shall be deemed to be an original. 23 . 7 All notices required by this Agreement shall be in writing. 23 . 8 Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties . DEVELOPER shall at all times remain an "independent contractor" with respect to the services to be performed under this Agreement. COUNTY shall be exempt from payment of all Unemployment Compensation, FICA, Retirement, life and/or medical insurance and Worker ' s Compensation Insurance, as DEVELOPER is an independent contractor. 23 . 9 COUNTY agrees that DEVELOPER may sell the NSP properties in the future to non- profit organizations that qualify under NSP program rules . All requirements placed on DEVELOPER shall flow down to any qualified subsequent purchaser of NSP properties. DEVELOPER must provide notice to COUNTY a minimum of sixty (60) days prior to transfer of deed. The qualified subsequent purchaser must become a named party to the Agreement. 23 . 10 If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be affected thereby and all other parts of this Agreement shall nevertheless be in full force and effect. ARTICLE XXIV — INSURANCE AND BOND 24 . 1 In accordance with s . 768 .28 Florida Statutes, the waiver of sovereign immunity in tort actions; recovery limits; limitation on attorney fees ; statute of limitations; exclusions; indemnification; risk management programs is applicable to this Agreement. The undersigned person signing as an officer on behalf of DEVELOPER, a party to this Agreement, hereby severally warrants and represents that said person has authority to enter into this Agreement on behalf of said DEVELOPER and to bind the same to this Agreement, and, further that said DEVELOPER has authority to enter into this Agreement and that there are no 29