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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: Joyce Johnston -Carlson , Director Indian River County Human Services 184025 1h Street Vero Beach , Florida 32960-3365 Recipient : Theresa Garbarino -May Exchange Club Castle P . O . Box 12908 Fort Pierce , Florida 34979 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 term and provision 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 the context - 1 -