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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 <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 breach 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 />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 <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 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 <br />purposes under this Contract. The Subrecipient is not an agent or employee of the County, 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 direction, 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 />