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Home My WebLink About2013-224 Zb A TRUE COPY CERTIFICATION ON LAST PAGE Ago �`� aoZ � J . R . SMITH , CLERK INTERLOCAL AGREEMENT BETWEEN INDIAN RIVER COUNTY AND TOWN OF ORCHID FOR BEACH DUNE RESTORATION THIS AGREEMENT for BEACH DUNE RESTORATION COST-SHARING ("Agreement") entered into this G Tic' day of Alogg^44 7yX 2013 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (" County") and THE TOWN OF ORCHID , a Florida municipal corporation ("Town") BACKGROUND RECITALS A. Indian River County, local municipalities , and private property owners maintain beach dune systems along the 22 miles of Indian River County Atlantic Ocean shoreline . As .. . a result of Hurricane . Sandy_. in --- October - 2012 , Indian . River County received direct impacts to the beach and dune system . Be In coordination with the County, the Town and several private partners , pursuant to a construction contract, paid $270 , 393 . 36 for emergency dune stabilization within the Orchid Beach section of the Sector 3 Beach and Dune Restoration Project Area . Co Of the $270 , 393 . 36 paid for the emergency dune stabilization , the Town spent $ 81 , 118 . 00 and its private partners paid $ 189 ,275 . 36 . D . The County and the Florida Department of Environmental Protection intend on entering into DEP Agreement No : 141R2 in which the County will be retained as the local sponsor to implement the beach erosion control project known as the Indian River County Hurricane Repair Project (the " Project") . E . As part of DEP Agreement No . 141R2 , the Florida Department of Environmental Protection will reimburse the County as local sponsor for 50 percent of the costs of the Project. F. As the Town participated in completing and financing the Project, the County and the Town wish to enter into this Interlocal Agreement in order to formalize the amount to be reimbursed to the Town and the Town's private partners . NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the Indian River County and the Town agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement. 2. Within 30 calendar days of receiving the money associated with the Project from the Florida Department of Environmental Protection , the County shall reimburse the Town $ 135 , 196 . 68 , of which the Town shall retain $40 , 559 . 00 . The remaining funds , IPWWwyOOyInMTa a(OMMd ILA rvNN7 do= I -ke a) r) n ) 11 f 1 ,glM COUNTY ATTORNEY ' S OFFICE 8 INDIAN RIVER COUNTY 4oli — A61 1801 27th Street Vero Beach , Florida 32960 INTERLOCAL AGREEMENT BETWEEN INDIAN RIVER COUNTY AND TOWN OF ORCHID FOR BEACH DUNE RESTORATION THIS AGREEMENT for BEACH DUNE RESTORATION COST-SHARING ("Agreemenf) entered into this w1W day of *cvc. 4A&7?e 2013 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (" County") and THE TOWN OF ORCHID , a Florida municipal corporation ("Town") BACKGROUND RECITALS A. Indian River County, local municipalities , and private property owners maintain beach dune systems along the 22 miles of Indian River County Atlantic Ocean shoreline . As a . result of . Hurricane . Sandy.. in ...October . 2012 , Indian River County received direct impacts — to..-the beach and dune system . Bal In coordination with the County , the Town and several private partners , pursuant to a construction contract, paid $270 , 393 . 36 for emergency dune stabilization within the Orchid Beach section of the Sector 3 Beach and Dune Restoration Project Area . Co Of the $270 , 393 . 36 paid for the emergency dune stabilization , the Town spent $ 81 , 118 . 00 and its private partners paid $ 1893275 . 36 . D. The County and the Florida Department of Environmental Protection intend on entering into DEP Agreement No : 141R2 in which the County will be retained as the local sponsor to implement the beach erosion control project known as the Indian River County Hurricane Repair Project (the " Project") . E. As part of DEP Agreement No . 141R2 , the Florida Department of Environmental Protection will reimburse the County as local sponsor for 50 percent of the costs of the Project . F. As the Town participated in completing and financing the Project, the County and the Town wish to enter into this Interlocal Agreement in order to formalize the amount to be reimbursed to the Town and the Town' s private partners . NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the Indian River County and the Town agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement. 2. Within 30 calendar days of receiving the money associated with the Project from the Florida Department of Environmental Protection , the County shall reimburse the Town $ 135 , 196 . 68 , of which the Town shall retain $40 , 559 . 00 . The remaining funds , I i.WMmY�AT*wolOrcWfLArsmo.d= 3120130074305 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT INDIAN RIVER COUNTY FL BK: 2719 PG: 2348 Page 1 of 3 11 /21 /2013 4 : 12 PM Zb A TRUE COPY CERTIFICATION ON LAST PAGE Ago �`� aoZ � J . R . SMITH , CLERK INTERLOCAL AGREEMENT BETWEEN INDIAN RIVER COUNTY AND TOWN OF ORCHID FOR BEACH DUNE RESTORATION THIS AGREEMENT for BEACH DUNE RESTORATION COST-SHARING ("Agreement") entered into this G Tic' day of Alogg^44 7yX 2013 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (" County") and THE TOWN OF ORCHID , a Florida municipal corporation ("Town") BACKGROUND RECITALS A. Indian River County, local municipalities , and private property owners maintain beach dune systems along the 22 miles of Indian River County Atlantic Ocean shoreline . As .. . a result of Hurricane . Sandy_. in --- October - 2012 , Indian . River County received direct impacts to the beach and dune system . Be In coordination with the County, the Town and several private partners , pursuant to a construction contract, paid $270 , 393 . 36 for emergency dune stabilization within the Orchid Beach section of the Sector 3 Beach and Dune Restoration Project Area . Co Of the $270 , 393 . 36 paid for the emergency dune stabilization , the Town spent $ 81 , 118 . 00 and its private partners paid $ 189 ,275 . 36 . D . The County and the Florida Department of Environmental Protection intend on entering into DEP Agreement No : 141R2 in which the County will be retained as the local sponsor to implement the beach erosion control project known as the Indian River County Hurricane Repair Project (the " Project") . E . As part of DEP Agreement No . 141R2 , the Florida Department of Environmental Protection will reimburse the County as local sponsor for 50 percent of the costs of the Project. F. As the Town participated in completing and financing the Project, the County and the Town wish to enter into this Interlocal Agreement in order to formalize the amount to be reimbursed to the Town and the Town's private partners . NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the Indian River County and the Town agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement. 2. Within 30 calendar days of receiving the money associated with the Project from the Florida Department of Environmental Protection , the County shall reimburse the Town $ 135 , 196 . 68 , of which the Town shall retain $40 , 559 . 00 . The remaining funds , IPWWwyOOyInMTa a(OMMd ILA rvNN7 do= I A TRUE COPY CERTIFICATION ON LAST PAGE J . R . SMITH , CLERK $94 ,637 . 68 , shall be reimbursed to the Town's private parties within 30 calendar days of receiving the money from the County. 3 . Any notice , request, demand , consent , approval or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods : ( 1 ) Hand delivery to the other party ; or (2) Delivery by commercial overnight courier service ; or (3) Mailed by registered or certified mail (postage prepaid) , return receipt requested at the addresses of the parties shown below: Indian River County : Indian River County Public Works Department Attn : Mr. James Gray , Jr. 1801 . 271h Street, Building, A . ... _ _ _ _ _ _. Vero Beach , Florida 32960 Town of Orchid : Attn : Deb C . Branwell , Town Manager 7707A US Highway 1 Vero Beach , Florida 32967 4. The validity, interpretation , construction , and effect of this Agreement 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 Agreement, 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 justiciable in federal court. 5. This Agreement 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 Agreement 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 all parties . In addition , notwithstanding any other provision set forth herein , it is agreed that this Agreement shall not constitute a third party beneficiary contract and no third party, even if referenced or mentioned hereunder, shall have any rights or privileges hereunder including , but not limited to, standing to enforce any term or condition of this Agreement or make any claim based on this Agreement. 6. If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be F14p0MYZVfflVr nn of On f&" (Fbap.do= 2 $94 , 637. 68 , shall be reimbursed to the Town 's private parties within 30 calendar days of receiving the money from the County. 3 . Any notice , request, demand , consent , approval or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods: ( 1 ) Hand delivery to the other party; or (2) Delivery by commercial overnight courier service ; or (3) Mailed by registered or certified mail (postage prepaid) , return receipt requested at the addresses of the parties shown below: Indian River County: Indian River County Public Works Department Attn : Mr. James Gray, Jr. 1801 . 27 Street, Building .A Vero Beach , Florida 32960 Town of Orchid : Attn : Deb C . Branwell , Town Manager 7707A US Highway 1 Vero Beach , Florida 32967 4. The validity, interpretation , construction , and effect of this Agreement 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 Agreement, 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 justiciable in federal court. 5 . This Agreement 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 Agreement 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 all parties . In addition , notwithstanding any other provision set forth herein , it is agreed that this Agreement shall not constitute a third party beneficiary contract and no third party, even if referenced or mentioned hereunder, shall have any rights or privileges hereunder including , but not limited to , standing to enforce any term or condition of this Agreement or make any claim based on this Agreement. 6. If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be FWI yioywMTr ofOmi " (FrrOdo" 2 A TRUE COPY CERTIFICATION ON LAST PAGE J . R . SMITH , CLERK $94 ,637 . 68 , shall be reimbursed to the Town's private parties within 30 calendar days of receiving the money from the County. 3 . Any notice , request, demand , consent , approval or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods : ( 1 ) Hand delivery to the other party ; or (2) Delivery by commercial overnight courier service ; or (3) Mailed by registered or certified mail (postage prepaid) , return receipt requested at the addresses of the parties shown below: Indian River County : Indian River County Public Works Department Attn : Mr. James Gray , Jr. 1801 . 271h Street, Building, A . ... _ _ _ _ _ _. Vero Beach , Florida 32960 Town of Orchid : Attn : Deb C . Branwell , Town Manager 7707A US Highway 1 Vero Beach , Florida 32967 4. The validity, interpretation , construction , and effect of this Agreement 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 Agreement, 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 justiciable in federal court. 5. This Agreement 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 Agreement 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 all parties . In addition , notwithstanding any other provision set forth herein , it is agreed that this Agreement shall not constitute a third party beneficiary contract and no third party, even if referenced or mentioned hereunder, shall have any rights or privileges hereunder including , but not limited to, standing to enforce any term or condition of this Agreement or make any claim based on this Agreement. 6. If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be F14p0MYZVfflVr nn of On f&" (Fbap.do= 2 affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . 7 . Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number, and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 8. Each party shall be responsible for their own misconduct , acts or omission . IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above . ATTEST: Jeffrey R . Smith , Clerk of Courts, BOARD OF COUNTY COMMISSIONERS OF and Comptroller INDIAN RIVER COUNTY (" County") By: By: Deputy Clerk : chairman ` - T , 2013 Approved by BCC : T T f a Approved : ` ''i� �:�C � ' Approved as to form and legal sufficiency. . �'fiROtlN� t 0j, ' nNupxon. oneuv uaao• oseph . Baird , County Administrator Dy4h Reingold , County Attorney ATTEST. TOWN OF ORCHID ("Town") By : be . Bramwell , Town Manager , Mayor Approved by Town : , 201 _ Approved as to form and legal sufficiencyIF : .1 Anthony Garganese, Town At rney C� ' • S/p�c� v FVICWW14yWAT0vn ofOrwa&A (r*W&C = - 3 STATE Of FLORIDA ?' . : * z INDIAN RIVER COUNTY THIS IS TO CERTIFY T A TRUE ANO ECT r COPY OF THE OR F THIS `2 MITH , . ,,t o f{f, RZ �Ao U1 ` DATE 1 1 - " ° " :. , y affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 7 . Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number, and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 8. Each party shall be responsible for their own misconduct, acts or omission . IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above . ATTEST: Jeffrey R. Smith , Clerk of Courts, BOARD OF COUNTY COMMISSIONERS OF and Comptroller INDIAN RIVER COUNTY (" County") By. A 04z, K �y By Deputy Clerk _ hairman � Approved by BCC : 11 - 12 , 201 . Approved : '--,, �� ieo� ' ��: �Approved as to form and legal sufficiency : °` 'Z-4 jRIVER ,0 " ` 4"4jL, Rp1! p0 till %10 oseph . Baird , County Administrator D Reingold , County Attorney ATTEST: TOWN OF ORCHID ("Town") By : bdb C . Bran well , Town Manager Ha old Ofs ie , Mayor Approved by Town : November 6 120130 Appro to form and legal sufficiency: Anthony Ghfganese, Town Attorney FDltlWWIZy*MTa of MCWILA (Fn ,Cbm 3 affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law . 7 . Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number, and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 8. Each party shall be responsible for their own misconduct , acts or omission . IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above . ATTEST: Jeffrey R . Smith , Clerk of Courts, BOARD OF COUNTY COMMISSIONERS OF and Comptroller INDIAN RIVER COUNTY (" County") By: By: Deputy Clerk : chairman ` - T , 2013 Approved by BCC : T T f a Approved : ` ''i� �:�C � ' Approved as to form and legal sufficiency. . �'fiROtlN� t 0j, ' nNupxon. oneuv uaao• oseph . Baird , County Administrator Dy4h Reingold , County Attorney ATTEST. TOWN OF ORCHID ("Town") By : be . Bramwell , Town Manager , Mayor Approved by Town : , 201 _ Approved as to form and legal sufficiencyIF : .1 Anthony Garganese, Town At rney C� ' • S/p�c� v FVICWW14yWAT0vn ofOrwa&A (r*W&C = - 3 STATE Of FLORIDA ?' . : * z INDIAN RIVER COUNTY THIS IS TO CERTIFY T A TRUE ANO ECT r COPY OF THE OR F THIS `2 MITH , . ,,t o f{f, RZ �Ao U1 ` DATE 1 1 - " ° " :. -ke a) r) n ) 11 f 1 ,glM COUNTY ATTORNEY ' S OFFICE 8 INDIAN RIVER COUNTY 4oli — A61 1801 27th Street Vero Beach , Florida 32960 INTERLOCAL AGREEMENT BETWEEN INDIAN RIVER COUNTY AND TOWN OF ORCHID FOR BEACH DUNE RESTORATION THIS AGREEMENT for BEACH DUNE RESTORATION COST-SHARING ("Agreemenf) entered into this w1W day of *cvc. 4A&7?e 2013 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (" County") and THE TOWN OF ORCHID , a Florida municipal corporation ("Town") BACKGROUND RECITALS A. Indian River County, local municipalities , and private property owners maintain beach dune systems along the 22 miles of Indian River County Atlantic Ocean shoreline . As a . result of . Hurricane . Sandy.. in ...October . 2012 , Indian River County received direct impacts — to..-the beach and dune system . Bal In coordination with the County , the Town and several private partners , pursuant to a construction contract, paid $270 , 393 . 36 for emergency dune stabilization within the Orchid Beach section of the Sector 3 Beach and Dune Restoration Project Area . Co Of the $270 , 393 . 36 paid for the emergency dune stabilization , the Town spent $ 81 , 118 . 00 and its private partners paid $ 1893275 . 36 . D. The County and the Florida Department of Environmental Protection intend on entering into DEP Agreement No : 141R2 in which the County will be retained as the local sponsor to implement the beach erosion control project known as the Indian River County Hurricane Repair Project (the " Project") . E. As part of DEP Agreement No . 141R2 , the Florida Department of Environmental Protection will reimburse the County as local sponsor for 50 percent of the costs of the Project . F. As the Town participated in completing and financing the Project, the County and the Town wish to enter into this Interlocal Agreement in order to formalize the amount to be reimbursed to the Town and the Town' s private partners . NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the Indian River County and the Town agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement. 2. Within 30 calendar days of receiving the money associated with the Project from the Florida Department of Environmental Protection , the County shall reimburse the Town $ 135 , 196 . 68 , of which the Town shall retain $40 , 559 . 00 . The remaining funds , I i.WMmY�AT*wolOrcWfLArsmo.d= 3120130074305 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT INDIAN RIVER COUNTY FL BK: 2719 PG: 2348 Page 1 of 3 11 /21 /2013 4 : 12 PM COUNTY ATTORNEY ' S OFFICE INDIAN RIVER COUNTY 1801 27th Street Vera Beach , Florida 32960 INTERLOCAL AGREEMENT BETWEEN INDIAN RIVER COUNTY AND TOWN OF ORCHID FOR BEACH DUNE RESTORATION THIS AGREEMENT for BEACH DUNE RESTORATION COST-SHARING ("Agreement°) entered into this j! *e day of /t/ovc 4,6z2 ; 2013 by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida (" County") and THE TOWN OF ORCHID , a Florida municipal corporation ("Town") BACKGROUND RECITALS A. Indian River County, local municipalities , and private property owners maintain beach dune systems along the 22 miles of Indian River County Atlantic Ocean shoreline . As . . a . result of Hurricane . Sandy__ in ...October . 20 .12 , Indian River County received direct impacts . to . the beach and dune system . Be, In coordination with the County , the Town and several private partners , pursuant to a construction contract, paid $270 , 393 . 36 for emergency dune stabilization within the Orchid Beach section of the Sector 3 Beach and Dune Restoration Project Area . C . Of the $270 , 393 . 36 paid for the emergency dune stabilization , the Town spent $ 81 , 118 . 00 and its private partners paid $ 189 ,275 . 36 . D . The County and the Florida Department of Environmental Protection intend on entering into DEP Agreement No : 141R2 in which the County will be retained as the local sponsor to implement the beach erosion control project known as the Indian River County Hurricane Repair Project (the " Project") . E . As part of DEP Agreement No . 141R2 , the Florida Department of Environmental Protection will reimburse the County as local sponsor for 50 percent of the costs of the Project. F. As the Town participated in completing and financing the Project, the County and the Town wish to enter into this Interlocal Agreement in order to formalize the amount to be reimbursed to the Town and the Town ' s private partners . NOW, THEREFORE , in consideration of the mutual covenants and promises herein contained and other good and valuable consideration , and intending to be legally bound , the Indian River County and the Town agree as follows : 1 . The background recitals are true and correct and form a material part of this Agreement. 2. Within 30 calendar days of receiving the money associated with the Project from the Florida Department of Environmental Protection , the County shall reimburse the Town $ 135 , 196 .68 , of which the Town shall retain $40 , 559 . 00 . The remaining funds , I FMAhnnsylDyMATwndQdidN.A (FrWl.dxx 3120130074305 1 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT INDIAN RIVER COUNTY FL BK: 2719 PG: 2348 Page 1 of 3 11 /21 /2013 4 : 12 PM $94 , 637. 68 , shall be reimbursed to the Town 's private parties within 30 calendar days of receiving the money from the County. 3 . Any notice , request, demand , consent , approval or other communication required or permitted by this Agreement shall be given or made in writing and shall be served , as elected by the party giving such notice , by any of the following methods: ( 1 ) Hand delivery to the other party; or (2) Delivery by commercial overnight courier service ; or (3) Mailed by registered or certified mail (postage prepaid) , return receipt requested at the addresses of the parties shown below: Indian River County: Indian River County Public Works Department Attn : Mr. James Gray, Jr. 1801 . 27 Street, Building .A Vero Beach , Florida 32960 Town of Orchid : Attn : Deb C . Branwell , Town Manager 7707A US Highway 1 Vero Beach , Florida 32967 4. The validity, interpretation , construction , and effect of this Agreement 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 Agreement, 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 justiciable in federal court. 5 . This Agreement 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 Agreement 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 all parties . In addition , notwithstanding any other provision set forth herein , it is agreed that this Agreement shall not constitute a third party beneficiary contract and no third party, even if referenced or mentioned hereunder, shall have any rights or privileges hereunder including , but not limited to , standing to enforce any term or condition of this Agreement or make any claim based on this Agreement. 6. If any term or provision of this Agreement or the application thereof to any person or circumstance shall , to any extent, be held invalid or unenforceable for the remainder of this Agreement, then the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be FWI yioywMTr ofOmi " (FrrOdo" 2 , y affected , and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 7 . Captions in this Agreement are included for convenience only and are not to be considered in any construction or interpretation of this Agreement or any of its provisions . Unless the context indicates otherwise , words importing the singular number include the plural number, and vice versa . Words of any gender include the correlative words of the other genders , unless the sense indicates otherwise . 8. Each party shall be responsible for their own misconduct, acts or omission . IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above . ATTEST: Jeffrey R. Smith , Clerk of Courts, BOARD OF COUNTY COMMISSIONERS OF and Comptroller INDIAN RIVER COUNTY (" County") By. A 04z, K �y By Deputy Clerk _ hairman � Approved by BCC : 11 - 12 , 201 . Approved : '--,, �� ieo� ' ��: �Approved as to form and legal sufficiency : °` 'Z-4 jRIVER ,0 " ` 4"4jL, Rp1! p0 till %10 oseph . Baird , County Administrator D Reingold , County Attorney ATTEST: TOWN OF ORCHID ("Town") By : bdb C . Bran well , Town Manager Ha old Ofs ie , Mayor Approved by Town : November 6 120130 Appro to form and legal sufficiency: Anthony Ghfganese, Town Attorney FDltlWWIZy*MTa of MCWILA (Fn ,Cbm 3