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covenants to defend such action or proceeding by counsel reasonably satisfactory to the County g. To the extent allowed by the Laws of Florida, Hoover hereby agrees to indemnify, defend, save and hold harmless the County from all claims, demands liabilities, and suits of any nature arising out of because of or due to any intentional and/or negligent act or occurrence, omission, or commission of Hoover, its agents, or employees, arising out of this agreement or the work which is the subject hereof. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the County for its own negligence. 5. Termination. The County may terminate this Agreement, with or without cause, upon five (5) days prior written notice to Hoover. In the event of such termination, Hoover shall be paid for services rendered to the county' s satisfaction through the date of termination. Either party may, at its option, terminate this Agreement as provided herein in the event of material breach by the other party of this Agreement. A breach shall be "material" within the meaning of this Agreement if the breach is: (i) a breach of a monetary obligation, including non-payment of sums due from County to HOOVER, (ii) a breach of any of the obligations described in Sections 3 or 4 of this Agreement ; (iii) a breach which would have a material adverse affect on the other party. A termination under this provision shall be effective only upon a written notice, specifically identifying the breach on which termination is based. 6. Miscellaneous a. Litigation : In the event any legal proceedings are required to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney fees at both trial and appellate levels, together with all costs of said proceedings. b. Amendment: No amendment, modification, change, or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto . c. Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their successors and assigns. d. Entire Agreement: This Agreement contains the entire agreement and understanding between the parties. No representation, statement, recital, undertaking, or promise not specifically set forth herein shall be binding on any party hereto. e. Governing Law: This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian River County, Florida. 4