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EXHIBIT C <br /> STANDARD TERMS FOR GRANT CONTRACT <br /> 1. Venue: Choice of Law: The wa|idih/, inhurpn*batinn, nonatruuUon, and effect of this Contract shall <br /> be in accordance with and governed by the laws of the State of Florida, only. The location for <br /> settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of <br /> this Cnntnac4, or any breach hereof, as well as any litigation between the partion, shall be Indian <br /> River County, Florida for claims brought in state oourt, and the Southern District of Florida for <br /> those claims justifiable in federal court. <br /> 2. Entirety of Agreement: This Contract incorporates and includes all prior and contemporaneous <br /> nagoUodnns, correopnndenoe, cnnvansaUonm, agnaements, and understandings applicable to the <br /> matters contained herein and the parties agree that there are no oommitmento, uQneementa, or <br /> understandings concerning the subject matter of this Contract that are not contained herein. <br /> A000rding|y, 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 mndiOcotion, <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 <br /> invalid, such unenforceability or invalidity shall not affect the remaining provisions of this Contract, <br /> and every other term and provision of this Contract shall be deemed valid and enforceable to the <br /> extent 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 oUhenwise, 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 <br /> purposes under this Contract. The Subrecipient is not an agent or employee of the Counh/, and <br /> any and all persons engaged in any of the services or activities funded in whole or in part <br /> performed pursuant to this Contract shall at all times and in all places be subject to the <br /> Subrecipient's sole dinoohon, aupen/iaion, and control. <br /> O. Assignment. This Contract may not be assigned by the Subrecipient without the prior written <br /> consent of the County. <br /> Page 22 <br />