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appointed officials, and representatives can o.1- may be held liable as a result 0f' injury to pelsonS or damatge, to <br />property occurring by reason of any negligent accts or omissions 01- willft►l misconduct of GEHRING <br />GROUP, its employees, or agents arising out of 01- connected with this Agreement or any breach of this <br />Agreement by GEI IRING GROUR GEHRING GROUP shall not be rey11ircd to indemnify COUNTY or its <br />agents, employees, or represenlativcS when an c CCUITC11CC results solely from the wrongful acts or omissions <br />of'COUNTY, or its agents, elected or appointed officials, employees, or represcntatives. <br />SECTION EIGHT <br />TERMINATION <br />N)twithstand.ing Section .hive, the COUNTY may terminate this Agreement for any reason, with or without <br />cause, by giving GE.i-aRIN GROUP 60 days advance written notice of (he. COUNTY's intent to terminate <br />the Agreement. <br />SECTION NINE <br />MISCELL,ANEOUS <br />I. As an independent contractor, GEHRING GROUP shall pay all expenses in connection with its <br />consulting business and GEHRING GROUP will not incur any indebtedness on behalf of COUNTY with <br />this AGREEMENT. <br />2. In the event either party hereto shall file a lawsuit to enforce any of the terms hereof, the prevailing party <br />shall be entitled to recover all costs, charges, and expenses of enforcement, including reasonable <br />attorney's fees incurred in a trial 01'appellate proceeding. <br />3. This Agreement, conS(it11teS the entire Agreement between tile parties relative to the transaction <br />contemplated herein and neither this Agreement nor any terJn or provision hereof play be waived, except <br />by an instrument in writing executed by the COUNTY and GEHRING GROUP. <br />4. This Agreeinent Shall be interpreted and enforced in accordance with the laws of tyle State of 1-1orida, and <br />the VCI1tIC for any action brought or arising out of this Agreenlent shall be Indian River County, Florida. <br />5. Should any terns or provision of this Contract be held, to any extent, invalid or tnlenf0l'ceable, as against <br />any person, entity or circumstance during the term hereof, by force of any Statute, law, or ruling of ally <br />1,01-11111 of competent jurisdiction, such invalidity shall not affect any other term or provision oil' this <br />Contract, to the extent that the Ct:nitract shall remain operable, enforceable and in full force and effect to <br />the extent permitted by law. <br />G. This Contract may be amended, extended, or renewed only with the written approval of the parties. <br />7. ']'his apport ility is also made available to any and all local, County, and State of Florida governments. <br />Pursuant to their own governing laws, and subject to the agreement of the Contractor, other entities may be <br />permitted to make purchases at the (ernes and conditions contained herein. <br />8. This Contract states the entire understanding and agreement between the parties and supersedes any and <br />all written or orad representations, statements, negotiations, ol- agl'Celllents previously existing between <br />the parties with respect to the Subject matter of this Contract. The GEI-IRING GROUP recognizes that <br />any representations, statements or negotiations made by COUNTY stafT do not Suffice to legally bind the <br />COUNTY in a contractual relationship unless they have been reduced to writilig and signed by all <br />Page 3 of S <br />32 <br />