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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 1840 25`h Street Vero Beach , Florida 32960-3365 Recipient: Sue Rux, Director Homeless Assistance Center (HAC) 715 4"' Place Vero Beach , FL 32962 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 -