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MEMNON EXHIBIT C STANDARD TERMS FOR GRANT CONTRACT 1 . Notices . Any notice, request, demand , consent, approval , or other communication required or permitted by this Contract shall be given , or made in writing , by any of the following methods: facsimile transmission; hand delivery to the other party; delivery by commercial overnight courier service; or mailed by registered or certified mail (postage prepaid), return receipt requested at the addresses of the parties shown below: County: Brad E. Bernauer, Director Indian River County Human Services 184025 1h Street Vero Beach , Florida 32960-3365 Recipient: St. Peters Human Services, Inc. , 4250 381h Avenue Vero Beach , Florida 32967 2 . Venue : Choice of Law. The validity, interpretation , construction , and effect of this Contract 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 Contract, 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 the Southern District of Florida for those claims justifiable in federal court. 3 . Entirety of Agreement. This Contract incorporates and includes all prior and contemporaneous negotiations, correspondence, conversations, agreements , and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Contract that are not contained herein . Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements , whether oral or written . It is further agreed that no modification , amendment or alteration in the terms and conditions contained herein shall be effective unless contained in a written document signed by both parties. 4. Severability. In the event any provision of this Contract is determined to be unenforceable or invalid , such unenforceability or invalidity shall not affect the remaining provisions of this Contract, and every other provision and term of this Contract shall be deemed valid and enforceable to the extent permitted by law. To that extent, this Contract is deemed severable . 5 . Captions and Interpretations Captions in this Contract are included for convenience only and are not to be considered in any construction or interpretation of this Contract or any of its provisions . Unless context indicates otherwise, words importing the singular number include the plural number, and vise versa. Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise. 6. Independent Contractor. The Recipient is and shall be an independent contractor for all purposes under this Contract. The Recipient is not an agent or employee of the County, and any and all persons engaged in any of the services or activities funded in whole or in part performed pursuant to this Contract shall at all times and in all places be subject to the Recipient's sole direction , supervision and control . 7 . Assignment. This Contract may not be assigned by the Recipient without the prior written consent of the County. EXHIBIT - C -