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A TRUE COPY CE[MFICATION ON LAST PAGE RYAN L. BUTLER, CLERK The Parties hereto acknowledge that their relationship is that of independent contractors. No employee of either Party shall be deemed an employee of the other Party. Nothing contained herein shall be construed to create a partnership or joint venture between the Parties. No Third -Party Beneficiaries This Agreement and the provisions hereof are for the exclusive benefit of the Parties hereto and their affiliates and not for the benefit of any third person, nor express or implied, upon any other third person. Pre -Emergency Event Responsibilities The COUNTY will provide the SHERIFF'S OFFICE the number of meals needed (meal count) as soon as possible with the goal of 24 hours in advance when possible, noting that some events/disasters are no notice events and advance notice may not be possible. Each department will be responsible for reporting their meal count to the SHERIFF'S OFFICE. Post -Emergency Event Responsibilities During and post event/disaster, each COUNTY department will provide the SHERIFF'S OFFICE with the needed meal count 24 hours in advance to provide the SHERIFF'S OFFICE ample time to be prepared for the number of meals needed. The SHERIFF'S OFFICE will deliver meals to designated locations. The COUNTY departments will disperse the meals and will be responsible for keeping signed lists for meals as per FEMA guidance. Execution, Term, and Termination The term of this Agreement shall commence upon the Effective Date and shall remain in effect until replaced by a substitute agreement or otherwise terminated in accordance to this paragraph. This Agreement may be terminated with or without cause by either party to the Agreement by providing at least one hundred eighty (180) days prior written notice to the other party, but in no event shall this Agreement terminate during the period of June 1 through November 30 of each year ("Hurricane Season"), or during any COUNTY declared state of emergency. A notice of termination shall be held in abeyance until the conclusion of the Hurricane Season or a declared state of emergency. Choice or Law and Venue The validity, interpretation, construction, and effect of this Agreement shall be in accordance with and governed by the laws of the State of Florida, only. The location for settlement of any and all claims, controversies, or disputes, arising out of or relating to any part of this Agreemeht, or any breach hereof, as well as any litigation between the parties, shall be Indian River County, Florida for claims brought in state court, and Southern District of Florida for those claims justiciable in federal court. Prior Agreements