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9. Payment. All requests for payment under this agreement shall be governed by the Florida Prompt Payment Act, FS 218 . 70 . 10 . Assignment. This Agreement and any interest herein shall not be assigned, transferred or otherwise encumbered by the SCHOOL DISTRICT or COUNTY under any circumstances without the prior written consent of the other party . 11 . Duration. Except as otherwise set forth herein, this agreement shall continue in effect and be binding to both the COUNTY and the SCHOOL DISTRICT until June 30 , 2005 , at which time each party shall review actual utility costs and usages . A new agreement shall be proposed, unless both parties agree to an extension of this agreement, in writing . If either does not intend to renew the agreement, a 30-day written notice shall be given the other party . In the interim, the costs shall be shared as provided for in this agreement, until a new agreement is effective . 12 . Indemnification. To the extent allowed by the Laws of Florida, the SCHOOL DISTRICT 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 the SCHOOL DISTRICT, its agents , or employees , arising out of this contract 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 . 13 . Jurisdiction . This agreement is governed by and construed in accordance with the laws of the State of Florida. 14 , Entire Agreement. This document incorporates and includes all prior negotiations , correspondence , conversations , agreements, or 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 agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representation 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 executed with the same formality and of equal dignity wherewith. Page 5 of 7