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B. Force Maieure/Emer-gency. Any non-performance of the terms or conditions of this Agreement caused by or resulting from an event of Force Majeure (as defined below) shall not constitute a violation or event of default. For the purposes of this Agreement, the term "Force Majeure" shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, wars, blockades, explosions; insurrections, riots, epidemics, landslides, lightening, earthquakes, fires, hurricanes, tropical storms, floods, tornadoes, restraints of governments, civil disturbances, unavoidable breakage of machinery or equipment, enactment of applicable laws prohibiting performance, and other such causes not within the reasonable control of the party claiming the occurrence of an event of Force Majeure. C. No Waiver. The failure of either party to enforce any provision of this Agreement, or the waiver thereof, in any specific instance. by either party shall not be construed. as a general waiver or relinquishment on its part of such provision in any other instance, and such provision shall nevertheless remain in full force and effect. D. Binding.Affect; Severability. All of the provisions of this Agreement shall be binding upon and inure to the .benefit of and be enforceable by the parties. If any provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby. E. Governing Law: Venue; Attorney Fees. This Agreement shall be construed, governed and interpreted according to the laws of the State of Florida. Venue for resolution of any dispute shall be in Indian River County, Florida. Each party shall bear its own attorney fees in any dispute arising under this Agreement. F. Entire Agreement; Amendments. This instrument constitutes the entire agreement between the parties and supersedes all previous discussions, understandings, and agreements between the parties relating to the subject matter of this Agreement. Amendments to and waivers of the provisions of this Agreement shall be made by the parties only in writing by written amendment or other appropriate written document. This Agreement may be executed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. G. Construction/Interprotation of Agreement. Each party has participated equally in the negotiation and drafting of this Agreement. in the event that an arbitration panel or courtis required to interpret any provision of this agreement, the provision shall not be interpreted for or against either party upon the basis that such party was or was not the preparer of this Agreement. H. Sovereign Immunity. Nothing herein shall constitute a waiver of the COUNTY'S sovereign immunity. Page 5 of 7 106