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VI. General Conditions <br />A. Neither party shall assign the rights nor duties herein set forth without the prior <br />written consent of the other party. The terms and conditions of this Agreement <br />constitute the entire Agreement between the parties with respect to the subject <br />matter hereof. Subject to the provisions of Section III.B., this Agreement shall <br />not be amended except by a written amendment signed by both parties, and no <br />promises, agreement, or representations not herein set forth shall be of any <br />force or effect between them. This Agreement shall serve to terminate and <br />supersede all agreements and undertakings heretofore entered into between the <br />parties on subjects covered by this Agreement. <br />B. Lockton shall indemnify, defend, and hold Client, its Commissioners, directors, <br />officers, employees, agents, and representatives harmless from and against any and <br />all claims, damages, losses, or expenses (including such parties' reasonable <br />attorney, accountant, and expert witness fees and costs) incurred by Client as the <br />result of (i) a material breach by Lockton of any of its obligations under this <br />Agreement or (ii) any willful or negligent conduct of Lockton. <br />C. Any communication or notice required or which may be given hereunder shall <br />be addressed to Client and to Lockton at their addresses set forth in the <br />preamble hereof. <br />D. This Agreement shall be governed for all purposes by the laws of the state <br />of Florida. Venue for any dispute will be in Indian River County, and if <br />jurisdiction is in Federal Court, the Southern District of Florida. <br />E. Nothing herein shall constitute a waiver of the Client's sovereign immunity. <br />VII. Public Records Compliance <br />A. <br />Indian River County is a public agency subject to Chapter 119, Florida <br />Statutes. The Contractor shall comply with Florida's Public Records <br />Law. Specifically, the Contractor shall: <br />Keep and maintain public records required by the County to perform the service. <br />Upon request from the County's Custodian of Public Records, provide the County <br />4 <br />