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POLARIS 16. Waiver of rights The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. 17. Severability If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statue or rule of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in any way. 18. Headings The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not control or affect the meaning or construction of any provisions of this Agreement. 19. Governing Law This Agreement shall be subject to all applicable laws of the Federal Government of the United States of America and to the laws of the State of Florida. The applicable law for any legal disputes arising out of this Agreement shall be the law of the State of Florida. Venue for any lawsuit brought by either party or otherwise arising out of this Agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction, in the Untied States District Court for the Southern District of Florida. 20. Saving Clause Typographical errors are subject to correction through amendment on the mutual agreement of both parties. 21. Assignments Both parties agree that no sublicensing, or assignment of their rights or interest, nor delegation of their duties under this Agreement shall be made or become effective without the prior written consent of the other party. Any attempted sublicensing, assignment or delegation without prior written consent shall be wholly void and ineffective for all purposes. 22. Taxes not included The charges shown on this Agreement do not reflect applicable state and local taxes that may be added to the amounts shown at the time of invoicing. 23. Whole Agreement This Agreement and the documents listed below which are defined in aggregate as the Contract Documents constitute the entire Agreement between the parties and supersedes all proposals, presentations, representations, and communications, whether oral or in writing, between the parties on this subject. Neither party shall be bound by any warranty, statement, nor representation not contained herein. The signatories acknowledge reading and agree to comply with all terms and conditions. In the event of an inconsistency in the provisions of this Agreement or a dispute as to a subject not specifically addressed by this Agreement, the following documents shall be consulted to resolve the dispute in the following order of precedence:- 1 . This Agreement; 2. Polaris' Response, dated 12/ 13/ 06, to the COUNTY's Request for Proposal; 3 . The COUNTY' S Request for Proposal # 2007009, issued November, 2006; 24. Force Majeure Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, provided that the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed party's time for performance shall be deemed to be extended for a period mutually agreeable to both parties. Conditions beyond a party's reasonable control include, but are not limited to, natural disasters, acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials shall not be 3/20/07 Indian River County Contract Page 9 of 30