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EXHIBIT C <br />STANDARD TERMS FOR GRANT CONTRACT <br />1. Notices: Any notice, request, demand, consent, approval or other communication required or <br />permitted by this Contract shall be given or made in writing, by any of the following methods: <br />facsimile transmission; hand delivery to the other party; delivery by commercial overnight courier <br />service; or mailed by registered or certified mail (postage prepaid), return receipt requested at the <br />addresses of the parties shown below: <br />County: IRC Board of County Commissioners <br />1801 27th Street <br />Vero Beach, FL 32960 <br />Recipient: Senior Resource Association, Inc. <br />694 14th Street <br />Vero Beach, FL 32960 <br />2. 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 />3. 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 />4. 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 />5. 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 />6. Independent Contractor: The Recipient is and shall be an independent contractor for all purposes <br />under this Contract. The Recipient is not an agent or employee of the County, and any and all <br />persons engaged in any of the services or activities funded in whole or in part performed pursuant <br />to this Contract shall at all times and in all places be subject to the Recipient's sole direction, <br />supervision, and control. <br />7. Assignment: This Contract may not be assigned by the Recipient without the prior written consent <br />of the County. <br />EXHIBIT C <br />