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EXHIBIT C <br /> STANDARD TERMS FOR GRANT CONTRACT <br /> 1. Notices: Any notice, request, demand, consent, approval or other communication required or <br /> permitted by this Contract shall be given or made in writing, by any of the following methods: <br /> facsimile transmission; hand delivery to the other party; delivery by commercial overnight courier <br /> service; or mailed by registered or certified mail (postage prepaid), return receipt requested at the <br /> addresses of the parties shown below: <br /> County: IRC Board of County Commissioners <br /> 1801 27th Street <br /> Vero Beach, FL 32960 <br /> Recipient: Senior Resource Association, Inc. <br /> 694 14th Street <br /> Vero Beach, FL 32960 <br /> 2. Venue; Choice of Law: The validity, interpretation, construction, 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 Contract, or any brech.,hereof, as well as any litigation between the parties, shall be Indian <br /> River County, Florida for claims brought in state court, and the Southern District of Florida for <br /> those claims justifiable in federal court. <br /> 3. 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 /> 4. 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 /> 5. 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 /> 6. Independent Contractor. The Recipient is and shall be an independent contractor for all purposes <br /> under this Contract. The Recipient 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 Recipient's sole direction, <br /> supervision, and control. <br /> 7. Assignment. This Contract may not be assigned by the Recipient without the prior written consent <br /> of the County. <br /> EXHIBIT C <br />