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Section 13.Liability and Indemnification. Neither the County nor the Commission shall be liable or responsible for any accident or damage that may occur in conjunction with any of the activities described in this Agreement. FMG shall defend,hold harmless and indemnify the County and the Commission with respect to any and all actions,causes of action,liabilities,losses, damages or expenses(including reasonable attorneys' fees) arising out of or relating to any negligence, intentional misconduct, breach of this Agreement or breach of applicable law by FMG in conjunction with any of the activities described in this Agreement. Notwithstanding the foregoing, FMG shall not be responsible for, nor defend or indemnify the County or the Commission for any negligence or reckless acts committed by the County, the Commission, or any of its employees or agents. Section 14.Assignment. FMG and the Commission may not transfer or assign this Agreement, or any portion thereof, to any third party without the express written approval of the County, which approval may be granted or withheld in its sole discretion. Section 15.Miscellaneous. 15.1. Time of the Essence. Time is of the essence in the performance of each and every provision of this Agreement. 15.2. Force Majeure/Emergency. 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. 15.3. 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. 15.4. 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. 15.5. 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 Page 6 of 9 110