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EXHIBIT C <br /> STANDARD TERMS FOR GRANT CONTRACT <br /> 1 . Notices : Any notice , request, demand , consent , approval or other communication required or permitted by <br /> this Contract shall be given or made in writing , by any of the following methods : facsimile transmission <br />; <br /> hand delivery to the other party ; delivery by commercial overnight courier service ; or mailed by registered or <br /> certified mail ( postage prepaid ) , return receipt requested at the addresses of the parties shown below: <br /> County : Brad Bernauer <br /> Indian River County Human Services <br /> 180027 1h Street <br /> Vero Beach , Florida 32960-3365 <br /> 2 . Venue ; Choice of Law: The validity , interpretation , construction , and effect of this Contract shall be <br /> in <br /> accordance with and governed by the laws of the State of Florida , only . The location for settlement of any <br /> and all claims , controversies , or disputes , arising out of or relating to any part of this Contract , <br /> or any <br /> breach hereof, as well as any litigation between the parties , shall be Indian River County , Florida for claims <br /> brought in state court, and the Southern District of Florida for those claims justifiable in federal court . <br /> 3 . _Entirety of Agreement: This Contract incorporates and includes all prior and contemporaneous <br /> negotiations , correspondence , conversations , agreements , and understandings applicable to the matters <br /> contained herein and the parties agree that there are no commitments , agreements , or understandings <br /> concerning the subject matter of this Contract that are not contained herein . Accordingly , it is agreed that <br /> no deviation from the terms hereof shall be predicated upon any prior representations or agreements , <br /> whether oral or written . It is further agreed that no modification , amendment or alteration in the terms and <br /> conditions contained herein shall be effective unless contained in a written document signed by both <br /> parties . <br /> 4 . Severability : In the event any provision of this Contract is determined to be unenforceable or invalid , such <br /> unenforceability or invalidity shall not affect the remaining provisions of this Contract, and every other term <br /> and provision of this Contract shall be deemed valid and enforceable to the extent permitted by law . To <br /> that extent, this Contract is deemed severable . <br /> 5 . Captions and Interpretations : Captions in this Contract are included for convenience only and are not to be <br /> considered in any construction or interpretation of this Contract or any of its provisions . Unless the context <br /> indicates otherwise , words importing the singular number include the plural number, and vice versa . <br /> Words of any gender include the correlative words of the other genders , unless the sense indicates <br /> otherwise . <br /> 6 . Independent Contractor. The Recipient is and shall be an independent contractor for all purposes under <br /> this Contract. The Recipient is not an agent or employee of the County , and any and all persons engaged <br /> in any of the services or activities funded in whole or in part performed pursuant to this Contract shall at all <br /> times and in all places be subject to the Recipient' s sole direction , supervision , and control . <br /> 7 . Assignment, This Contract may not be assigned by the Recipient without the prior written consent of the <br /> County . <br /> - 9 - <br />