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insurance coverage afforded under the policies will not be canceled or non -renewed until at least 30 days prior written notice has been given to the County, excluding workers' compensation and pollution legal liability. With the exception of the workers' compensation policy and the pollution legal liability policy, the County and its shareholders, partners, officers, directors, divisions, subdivisions, affiliates, agents, employees, successors and assigns shall be shown as additional insureds under all of the insurance policies required by this Section. The policies required by this Section shall be primary and.the insurance providers shall agree to waive their rights of subrogation against the County and its shareholders, partners, officers, directors, divisions, subdivisions, affiliates, agents, employees, successors and assigns, excluding pollution legal liability. FPL may meet the requirements in this Section using any combination of primary, umbrella/excess or self-insurance programs. 10. Quiet Enioyment. County represents, covenants and warrants to FPL that: County owns the Property in fee simple, has the full right, power and authority to execute this Agreement, and is fully authorized and empowered to grant the rights and benefits herein granted to FPL; County's execution and performance of this Agreement will not violate any laws, ordinances, covenants or provisions ofany mortgage, lease or other agreement binding County or the Property; there are no agreements with third parties affecting the Property; and at all times during the Term, FPL's quiet enjoyment of the Property or any part thereof shall not be disturbed. 11. Notices. All notices that may or are required to be given by either party to the other hereunder shall be in writing, directed to such party at the address appearing on the first page of this Agreement and sent by United States certified mail, postage prepaid, or by overnight courier. Notices sent by overnight courier shall be deemed delivered on the date of delivery or rejection of delivery. Notices sent by United States certified mail, postage prepaid shall be deemed delivered three (3) days (Sundays and holidays excluded) following deposit in the Unites States mail. 12. Complete Agreement. This Agreement represents the complete and integrated agreement of the Parties with respect to the subject matter herein and supersedes all prior oral or written agreements. 13. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. The Parties agree to first attempt to settle any dispute arising out of or in connection with this Agreement by good faith negotiation. If the Parties are unable to resolve amicably any dispute arising out of or in connection with this Agreement, each shall have all remedies available at law or in equity. 14. Jurisdiction; Jury Trial Waiver. Venue for any litigation regarding this Agreement shall be in any federal or state court having jurisdiction in Indian River County, Florida. The parties hereby voluntarily, knowingly, and intentionally agree, to the extent permitted by law, to the waiver of a jury trial in any legal action or proceeding arising under or in connection with this Agreement. 15. Counterparts. This Agreement may be executed in counterparts, each ofwhich is an original and all of which together constitute one and the same instrument. For purposes of this Agreement a facsimile or other electronic signature shall be deemed to be an original. [Signatures appear on following page.] 3