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EXHIBIT C <br /> STANDARD TERMS FOR GRANT CONTRACT <br /> 1. Venue; Choice of Law: The validity, interpretation, construction, and effect of this Contract shall be <br /> in accordance with and governed by the laws of the State of Florida,only. The location for settlement <br /> of any and all claims,controversies, or disputes,arising out of or relating to any part of this Contract, <br /> or any breach hereof, as well as any litigation between the parties, shall be Indian River County, <br /> Florida for claims brought in state court, and the Southern District of Florida for those claims <br /> justifiable in federal court. <br /> 2. Entirety of Agreement: This Contract incorporates and includes all prior and contemporaneous <br /> negotiations, correspondence, conversations, agreements, and understandings applicable to the <br /> matters contained herein and the parties agree that there are no commitments, agreements, or <br /> understandings concerning the subject matter of this Contract that are not contained herein. <br /> Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior <br /> representations or agreements, whether oral or written. It is further agreed that no modification, <br /> amendment or alteration in the terms and conditions contained herein shall be effective unless <br /> contained in a written document signed by both parties. <br /> 3. Severability: In the event any provision of this Contract is determined to be unenforceable or invalid, <br /> such unenforceability or invalidity shall not affect the remaining provisions of this Contract,and every <br /> other term and provision of this Contract shall be deemed valid and enforceable to the extent <br /> permitted by law. To that extent, this Contract is deemed severable. <br /> 4. Captions and Interpretations: Captions in this Contract are included for convenience only and are <br /> not to be considered in any construction or interpretation of this Contract or any of its provisions. <br /> Unless the context indicates otherwise, words importing the singular number include the plural <br /> number, and vice versa. Words of any gender include the correlative words of the other genders, <br /> unless the sense indicates otherwise. <br /> 5. Independent Contractor.The Subrecipient is and shall be an independent contractor for all purposes <br /> under this Contract. The Subrecipient is not an agent or employee of the County, and any and all <br /> persons engaged in any of the services or activities funded in whole or in part performed pursuant <br /> to this Contract shall at all times and in all places be subject to the Subrecipient's sole direction, <br /> supervision, and control. <br /> 6. Assignment. This Contract may not be assigned by the Subrecipient without the prior written <br /> consent of the County. <br /> -EXHIBIT C- <br /> Page 49 <br />