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Section 13.04. Amendment. This Agreement may be amended only in writing executed by both parties. Section 13.05. Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements (whether oral or written) between them. Section 13.06. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida. Section 13.07. Counterparts. This Agreement may be executed in two or more counterparts which have been signed and delivered by each of the parties (a party may execute a copy of this Agreement and deliver it by facsimile transmission; provided, however, that any such party shall promptly deliver an original signed copy of the Agreement). Section 13.08. Jurisdiction and Venue. The exclusive, convenient, and proper venue for any legal proceeding arising out of, or related to, this Agreement shall be Circuit Court for the Nineteenth Judicial Circuit, in and for Indian River County, Florida Division. Each party waives any defense, whether asserted by motion or pleading, that the Indian River Circuit Court is an improper or inconvenient venue. Moreover, all parties to this Agreement, persons and entities alike, consent to the personal jurisdiction of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, and irrevocably waive any objections to said jurisdiction. Section 13.09. Effective Date. This Agreement shall be effective on the Effective Date. Section 13.10. Time of Essence. Time is of the essence in the performance of this Agreement. Section 13.11. Damage to Property. MiLB shall not have any liability for loss or damage to property owned or leased or otherwise in the possession, control, or custody of the County, that is wrongly or incorrectly on the premises of the Facility, unless such damage is caused solely or partially by MiLB's negligence or willful misconduct, in which case MiLB shall be liable for only the portion so caused. Section 13.12. Consequential Damages. Under no circumstances shall either party or any of its subcontractors, suppliers and vendors be liable to the other party for any indirect, special, incidental, and/or consequential damages, including, but not limited to, loss of profits or interruption of business, whether such damages are alleged in tort, contract, indemnity, or otherwise, even if such party has been apprised of the possibility of such damages. To the extent permitted by law, each party hereby releases the other party and the other party's subcontractors, suppliers and vendors therefrom. Page 21 of 29