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available option period based on such price adjustments . Continuation of the Agreement <br /> beyond the initial period, and option subsequently exercised, is a COUNTY prerogative, <br /> and not aright of CONTRACTOR. This prerogative will be exercised only when such <br /> continuation is clearly in the best interest of Indian River County. <br /> Article 7. Entire Agreement <br /> 7 . 1 This Agreement and its Attachments hereto embody the whole agreement of the parties, <br /> and there are no provisions, terms, conditions, or obligations other than those contained <br /> herein. This agreement shall supersede all previous communications, representations, or <br /> oral agreements between the parties, and no amendment hereto shall be effective unless <br /> reduced to writing and signed by the parties hereto . <br /> Article 8. Prohibited Interests <br /> 8 . 1 No member, officer, or employee of COUNTY during his/her tenure or for two years <br /> thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds <br /> thereof. This requirement also applies to any subcontract entered into by <br /> CONTRACTOR concerning this project. <br /> Article 9. Miscellaneous Provisions <br /> 9 . 1 . The terms of this Agreement may be modified upon the mutual agreement of <br /> CONTRACTOR and COUNTY as confirmed in writing. <br /> 9 .2 . It is mutually agreed between COUNTY and CONTRACTOR that this Agreement, <br /> including all attachments to it, constitutes an agreement, made in Florida, and that it shall <br /> be construed according to the laws of the State of Florida. Venue for any lawsuit brought <br /> by either party against the other party or otherwise arising out of this agreement shall be <br /> in Indian River County, Florida, or, in the event of federal jurisdiction, in the United <br /> States District Court for the Southern District of Florida. <br /> 9 . 3 . All remedies provided in this Agreement shall be deemed cumulative and additional, and <br /> not in lieu or exclusive of each other or of any other remedy available to either party, at <br /> law or in equity. If any legal action or other proceeding is brought for the enforcement of <br /> this Agreement or because of an alleged dispute, breach, default or misrepresentation in <br /> connection with any provisions of this Agreement, each party shall bear its own costs. <br /> 9 .4 . If any term or provision of this Agreement or the application thereof to any person or <br /> circumstance shall, to any extent, be held invalid or unenforceable for the remainder of <br /> this Agreement, then the application of such term or provision to persons or <br /> circumstances other than those as to which it is held invalid or unenforceable shall not be <br /> affected, and every other term and provision of this Agreement shall be deemed valid and <br /> enforceable to the extent permitted by law. <br /> F:\Community Development\Users\MPO\Transit\Advertising\Transit Advertising Contract Final.doc 6 <br />