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appointed officials , and representatives can or may be held liable as a result of injury to persons or damage to property occurring by reason of any negligent acts or omissions or willful misconduct of GEHRING GROUP , its employees , or agents arising out of or connected with this Agreement or any breach of this Agreement by GEHRING GROUP . GEHRING GROUP shall not be required to indemnify COUNTY or its agents , employees , or representatives when an occurrence results solely from the wrongful acts or omissions of COUNTY , or its agents , elected or appointed officials , employees , or representatives . SECTION EIGHT TERMINATION Notwithstanding Section Five , the COUNTY may terminate this Agreement for any reason , with or without cause , by giving GEHRING GROUP 60 days advance written notice of the COUNTY ' s intent to terminate the Agreement . SECTION NINE MISCELLANEOUS 1 . As an independent contractor , GEHRING GROUP shall pay all expenses in connection with its consulting business and GEHRING GROUP will not incur any indebtedness on behalf of COUNTY with this AGREEMENT . 2 . In the event either party hereto shall file a lawsuit to enforce any of the terms hereof, the prevailing party shall be entitled to recover all costs , charges , and expenses of enforcement , including reasonable attorney ' s fees incurred in a trial of appellate proceeding . 3 . This Agreement, constitutes the entire Agreement between the parties relative to the transaction contemplated herein and neither this Agreement nor any term or provision hereof may be waived , except by an instrument in writing executed by the COUNTY and GEHRING GROUP . 4 . This Agreement shall be interpreted and enforced in accordance with the laws of the State of Florida , and the venue for any action brought or arising out of this Agreement shall be Indian River County , Florida . 5 . Should any term or provision of this Contract be held , to any extent , invalid or unenforceable , as against any person , entity or circumstance during the term hereof, by force of any statute , law , or ruling of any forum of competent jurisdiction , such invalidity shall not affect any other term or provision of this Contract, to the extent that the Contract shall remain operable , enforceable and in full force and effect to the extent permitted by law . 6 . This Contract may be amended , extended , or renewed only with the written approval of the parties . 7 . This opportunity is also made available to any and all local , County, and State of Florida governments . Pursuant to their own governing laws , and subject to the agreement of the Contractor, other entities may be permitted to make purchases at the terms and conditions contained herein . S . This Contract states the entire understanding and agreement between the parties and supersedes any and all written or oral representations , statements , negotiations , or agreements previously existing between the parties with respect to the subject matter of this Contract . The GEHRING GROUP recognizes that any representations , statements or negotiations made by COUNTY staff do not suffice to legally bind the COUNTY in a contractual relationship unless they have been reduced to writing and signed by an Page 3 of 8