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EXHIBIT <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. includes all prior and contemporaneous <br />negotiations, correspondence, conversations, agreements, and understan ' dings 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 inmwritten document signed byboth parti*s. <br />3. |nthe event any provisionnfthis Contract isdetermined tobeunenforceable orinvalid, <br />such unenforceability orinvalidity shall not affect the remaining provisions ofthis Cunbac1iand every <br />other term and provision ofthis Contract shall bedeemed valid and enforceable to the extent <br />permitted bylaw. Tothat extent, this Contract isdeemed severable. <br />4. Captions and Interpretations:Captions inthis Con{cadt are included for convenience only and are <br />not to be considered in any construction nrinterpretation ofthis Contract orany ofits provisions. <br />Unless the context indicates otherwise, words importing the singular number include the [donai <br />number, and vice versa. Words o{any gender include the correlative words ofthe other genders, <br />unless the sense indicates otherwise. <br />5. Independent Contractor. The Subnacjpiantisand shall baanindependent contractor for all purposes <br />under this Contract. The Subredpientisnot mnagent oremployee of the County, and any and all <br />persons engaged inany of the oemioeourocty|dasfunded inwh�eorinpadpe�onnedpursuant <br />to this Contractshall at all times and in all places be subject to the Subrecip|ent's sole d|noction, <br />oupervision,endcontrol. <br />{i Assignment. This Contract may not be assigned by the Subrecipientwithout the prior written <br />consent cfthe County,. <br />