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Lower Tier Federally Funded Transactions" , attached hereto and made a part hereof as Attachment C . C . As required by paragraphs A and B above , the Grantee shall include the language of this section , and Attachment C in all subcontracts or lower tier agreements executed to support the Grantee ' s work under this Agreement. 42 , This Project Agreement has been delivered in the State of Florida and shall . be construed in accordance with the laws of Florida . Wherever possible , each provision of this Project Agreement shall be interpreted in such manner as to be effective and valid under applicable law , but if any provision of this Project Agreement shall be prohibited or invalid under applicable Florida law , such provision shall be ineffective to the extent of such prohibition or invalidity , without invalidating the remainder of such provision or the remaining provisions of this Project Agreement . Any action hereon or in connection herewith shall be brought in Leon County , Florida unless prohibited by applicable law . 43 . No delay or failure to exercise any right , power or remedy accruing to either party upon breach or default by either party under this Project Agreement, shall impair any such right , power or remedy of either party ; nor shall such delay or failure be construed as a waiver of any such breach or default , or any similar breach or default thereafter . 44 . This Project Agreement is not intended nor shall it be construed as granting any rights , privileges or interest in any third party without mutual written agreement of the parties hereto. 45 . This Project Agreement is an exclusive contract and may not be assigned in whole or in part without the prior written approval of the Department . 46 . The parties hereto acknowledge and agree that the provisions contained in paragraphs 15 , 23 , 307 31 , and 32 shall survive the end date of this Agreement established in paragraph 1 . 47 . This Project Agreement represents the entire agreement of the parties . Any alterations , variations , changes , modifications or waivers of provisions of this Project Agreement shall only be valid when they have been reduced to writing , duly executed by each of the parties hereto , and attached to the original of this Project Agreement . REMAINDER OF PAGE INTENTIONALLY LEFT BLANK DEP Agreement No . LW475, Page 11 of 12 DEP 55=239 ( 12103)