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7. Entire Agreement; Amendment. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document signed by all parties. 8. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 9. Rules of Construction. Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions. Unless the context indicates otherwise, words importing the singular number include the plural number, and vice versa. Words of any gender include the correlative words of the other genders, unless the sense indicates otherwise. 10. Indemnification. The City shall indemnify and hold harmless the County, its agents, officials, and employees from and against any and all claims, liabilities, losses, damage, or causes of action which may arise from any misconduct, negligent act, or omissions of either the City or any of its respective agents, officers, or employees in connection with the performance of this Agreement. Such indemnification and hold harmless shall be only to the extent allowed by and within the limits of liability provided by section 768.28, Florida Statutes, and shall not otherwise be deemed a waiver of sovereign immunity of either party. The County Enforcement Officer shall not be deemed an agent, officer, or employee of the City for purposes of this paragraph. 11. Recordation. The City shall pay for any costs of recording this Agreement in the public records. 12. Effective Date. This Agreement shall become effective upon its filing in the Office of the Clerk of the Circuit Court in Indian River County. Any amendment hereto shall become effective only upon its filing in the Office of the Clerk of the Circuit Court. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. SIGNATURE PAGE FOLLOWS 2015.05.06.City Fertilizer Enforcement ILA.docx 3