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RRFArw Any failure by the District to abide by the terms of this agreement constitutes a breach and may result in the Department obtaining any remedy authorized by law including, but not limited to, specific performance and cancellation or rescission of the agreement. COMPLETE AGREEMENT The terms and conditions set forth in this agreement constitute all of the terms and conditions to which the parties have agreed, and no other terms or conditions shall be valid or binding on either party, unless reduced to writing, executed by both parties, and attached to this data use agreement as an amendment. AMENDMENTS This agreement may not be amended without prior written approval of both parties to the agreement. CHOICE OF LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. With respect to any action arising out of this Agreement, the parties accept the exclusive jurisdiction of the state courts in Florida and agree that venue shall lie exclusively in Indian River County, Florida. SOVEREIGN IMMUNITY Nothing herein shall be construed to be a waiver of sovereign immunity by the party to which sovereign immunity applies. Nothing herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. INDEPENDENT CONTRACTOR No relationship of employer/employee, principal/agent, or other association shall be created by this agreement between the parties or their directors, officers, agents, or employees. The parties agree that they will never act or represent that they are acting as an agent of the other or incur any obligations on the part of the other party. NOTICES All mailed notices required or desired to be made by either party to this agreement shall be sent by certified mail, return receipt requested, to the following respective addresses: Indian River County Emergency Services District 4225 43`d Ave, Vero Beach, FL 32967 and Florida Department of Health — Indian River 1900 27th Street Vero Beach, FL 32960.