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consent of the County , which consent shall not be unreasonably delayed , conditioned , or
<br /> withheld . Any such attempted Assignment without County approval shall be null and void .
<br /> ARTICLE 10 MISCELLANEOUS
<br /> 10 . 1 . This Agreement shall be construed according to the laws of the State of Florida
<br /> .
<br /> Venue for any lawsuit brought by either party against the other party or otherwise arising out
<br /> of this Agreement shall be in Indian River County , Florida , or , in the event of federal
<br /> jurisdiction , in the United States District Court for the Southern District of Florida .
<br /> 10 . 2 . This Agreement incorporates and includes all prior and contemporaneous negotiations ,
<br /> correspondence , conversations , agreements or understandings applicable to the matters
<br /> contained herein and the parties agree that there are no commitments , agreements , or
<br /> understandings of any nature whatsoever concerning the subject matter hereof that are not
<br /> contained in this document . Accordingly , it is agreed that no deviation from the terms hereof
<br /> shall be predicated upon any prior or contemporaneous representations or agreements ,
<br /> whether oral or written . No alteration , change , or modification of the terms of this Agreement
<br /> shall be valid unless made in writing and signed by the Applicant and the County .
<br /> 10 . 3 . If any term or provision of this Agreement , or the application thereof to any person or
<br /> circumstance shall , to any extent , be held invalid or unenforceable for the remainder of this
<br /> Agreement , then the application of such term or provision to persons or circumstances other
<br /> than those as to which it is held invalid or unenforceable shall not be affected , and every
<br /> other term and provision of this Agreement shall be deemed valid and enforceable to the
<br /> extent permitted by law .
<br /> 10 . 4 . The Applicant shall not pledge the County ' s credit or make it a guarantor of payment or
<br /> surety for any contract , debt , obligation , judgment , lien , or any form of indebtedness .
<br /> 10 . 5 . Except as otherwise expressly provided herein , each obligation in this Agreement to
<br /> be performed by Applicant shall survive the termination or expiration of this Agreement .
<br /> 10 . 6 . The headings of the sections of this Agreement are for the purpose of convenience
<br /> only , and shall not be deemed to expand , limit , or modify the provisions contained in such
<br /> Sections . All pronouns and any variations thereof shall be deemed to refer to the masculine ,
<br /> feminine or neuter , singular or plural , as the identity of the party or parties may require . The
<br /> terms " hereof' , " hereby " , " herein " , " hereto " , and similar terms , refer to this Agreement
<br /> 10 . 7 . If any legal action or other proceeding is brought for the enforcement of this Agreement
<br /> or because of an alleged dispute , breach , default , or misrepresentation in connection with
<br /> any provisions of this Agreement , each party shall bear its own costs .
<br /> 10 . 8 . The Applicant shall comply with the applicable provisions of Chapter 119 , Florida
<br /> Statutes ( Public Records Law) in connection with this Agreement .
<br /> 10 . 9 . This Agreement may be executed in one or more counterparts , each of which shall be
<br /> deemed to be an original copy and all of which shall constitute but one and the
<br /> same
<br /> instrument .
<br /> 10 . 10 . The Background Recitals are true and correct and form a material part of this
<br /> Agreement .
<br /> 10 . 11 . Any notices required or allowed hereunder shall be in writing and given by certified
<br /> mail , return receipt requested , or in person with proof of delivery , to the addresses below , or
<br /> such other address as either party shall have specified by written notice to the other party
<br /> delivered in accordance herewith .
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