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1 shall continue to be valid and bindingu OWNER and CONTRACTOR who agree that on P g at the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 10.05 Venue. This Contract shall be governed by the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Contract shall be in Indian River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for the Southern District of Florida. ARTICLE 11 — DIRECT PURCHSE PROCEDURES. 11.1. Administrative guidelines governing the taxability of materials purchased for public works contracts, such as the Project under these Contract Documents, are contained in Rule 12A- 1.094, Florida Administrative Code ("FAC"). 11.2. The exemption in Florida Statutes Section 212.08(6) is a general exemption for sales made directly to the government. A determination whether a particular transaction is properly characterized as an exempt sale to a governmental entity or a taxable sale to or use by a contractor shall be based on the substance of the transaction, rather than the form in which the transaction is cast. The determination of whether the substance of a particular transaction is a taxable sale to or use by a contractor or an exempt direct sale to a governmental entity, based on all of the facts and circumstances surrounding the transaction as a whole, is ultimately made by the Florida Department of Revenue. 11.3. The conditions that must be met to satisfy the requirements of Rule 12A-1.094, FAC, and establish that Indian River County as Owner, rather than the Contractor, is the purchaser of materials, include: (1) Direct Purchase Order. Indian River County as Owner must issue the purchase orders directly to the vendors for the tangible personal property involved in the Agreement, and the purchase orders must include the County's consumer's certificate of exemption number. The Contractor may present the County's purchase orders to the vendors of the tangible personal property; (2) Passage of Title. Indian River County as Owner must acquire title to and assume liability for the tangible personal property at the point in time when it is delivered to the job site up until the time it is incorporated as real property; (3) Direct Invoice. Vendors must directly invoice Indian River County as Owner for supplies; (4) Direct Payment. Indian River County as Owner must directly pay the vendors for the tangible personal property from public funds; and (5) Assumption of the Risk of Loss. Indian River County as Owner must assume all risk of loss or damage for the tangible personal property involved in the contract, as indicated by the acquisition by Indian River County as Owner of, or inclusion as the insured party under, insurance on the building materials. 11.4. Indian River County as Owner desires to comply with the Direct Purchase Procedures set forth in this Article 11 for purchases of certain items, including, but not limited to, the items set forth in Section 01025, paragraph 1.4, subparagraph 2.0 "Equipment Items" of the Contract Documents. Contractor agrees to cooperate with Owner to enable Owner to comply with the Direct Purchase Procedures set forth in this Article 11 for all such purchases. Whenever the Contract Documents conflict with the direct purchase procedures set forth in this Article 11, this Article 11 shall prevail. ULast Revision 12/2008 00520-7 Egret Marsh