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7.1 This Agreement and its Attachments hereto embody the whole agreement of the parties, and there are no provisions, terms, conditions, or obligations other than those contained herein. This agreement shall supersede all previous communications, representations, or oral agreements between the parties, and no amendment hereto shall be effective unless reduced to writing and signed by the parties hereto. Article 8. Prohibited Interests 8.1 No member, officer, or employee of COUNTY during his/her tenure or for two years thereafter shall have any interest, direct or indirect, in this Agreement or the proceeds thereof. This requirement also applies to any subcontract entered into by CONTRACTOR concerning this project. Article 9. Miscellaneous Provisions 9.1. The terms of this Agreement may be modified upon the mutual agreement of CONTRACTOR and COUNTY as confirmed in writing. 9.2. It is mutually agreed between COUNTY and CONTRACTOR that this Agreement, including all attachments to it, constitutes an agreement, made in Florida, and that it 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. 9.3. All remedies provided in this Agreement shall be deemed cumulative and additional, and not in lieu or exclusive of each other or of any other remedy available to either party, at law or in equity. If any legal action or other proceeding is brought for the enforcement of this Agreement or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, each party shall bear its own costs. 9.4. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 6 F \Community Development\Users\MPO\Transit\Advertising\RFP\Transit Advertising Contract clean final 2015 docx