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INTERLOCAL AGREEMENT (Utility Infrastructure within CRA) Page 6 of 8 SECTION 7. BUSINESS RELATIONSHIP. The City and the County are not partners or joint ventures or agents of each other for any activities pursuant to this Agreement, and no such relationship between them shall be deemed to exist by virtue of this Agreement. SECTION 8. CONSTRUCTION. The headings of the sections of this Agreement are for the purpose of convenience only, and shall not be deemed to expand, limit, or modify the provisions contained in such Sections. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, singular or plural, as the identity of the party or parties may require. The Parties hereby acknowledge and agree that each was properly represented by counsel and this Agreement was negotiated and drafted at arm's length so that the judicial rule of construction to the effect that a legal document shall be construed against the draftsperson shall be inapplicable to this Agreement. SECTION 9. MERGER/MODIFICATION. This Agreement incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings of any nature whatsoever concerning the subject matter of the Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior or contemporaneous representations or agreements, whether oral or written, unless the provisions of the parol evidence rule apply. SECTION 10. GOVERNING LAW/ VENUE/WAIVER OF JURY TRIAL. This Agreement, including all attachments hereto, shall be construed according to the laws of the State of Florida. Venue for any lawsuit brought by either party against the other party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States District Court for the Southern District of Florida. In the event of litigation, the parties expressly waive any right to a trial by jury. SECTION 11. CONFLICTS. To the extent of any conflict between this Agreement and any existing City, CRA, or County agreement or Interlocal agreement, this Agreement will be deemed to be controlling. This Agreement is not intended to amend or repeal any existing City or Indian River County Ordinance. This Agreement is not intended to supersede, replace or conflict with any terms or relieve either party of any obligations under the underlying existing Interlocal agreement relating to Water and Wastewater entered into by the Parties.