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process and jurisdiction of the State of Florida for any controversy or claim arising out of <br />or relating to this Agreement or a breach of this Agreement. Venue for any court action <br />between the parties for any such controversy arising from or related to this Agreement <br />shall be in the Eleventh Judicial Circuit in and for Miami -Dade County, Florida, or in the <br />United States District Court for the Southern District of Florida, in Miami -Dade County, <br />Florida. <br />ARTICLE XI <br />ENTIRETY OF AGREEMENT <br />This Agreement incorporates and includes all prior negotiations, correspondence, <br />conversations, agreements, and understandings applicable to the matters contained herein. <br />The parties agree that there are no commitments, agreements, or understandings <br />concerning the subject matter of this Agreement that are not contained in this Agreement, <br />and that this Agreement contains the entire agreement between the parties as to matters <br />contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall <br />be predicated upon any prior representations or agreements, whether oral or written. It is <br />further agreed that any oral representations or modifications concerning this Agreement <br />shall be of no force or effect, and that this Agreement may be modified, altered or <br />amended only by a written amendment duly executed by both parties hereto or their <br />authorized representatives. All obligations of the parties or provisions which require an <br />action by the parties that may be effective after the expiration of the term of this <br />Agreement shall survive this Agreement. <br />ARTICLE XII <br />HEADINGS <br />Captions and headings in this Agreement are for ease of reference only and do not <br />constitute a part of this Agreement and shall not affect the meaning or interpretation of <br />any provisions herein. <br />ARTICLE XIII <br />RIGHTS OF OTHERS <br />Nothing in this Agreement expressed or implied is intended to confer upon any <br />person other than the parties hereto any rights or remedies under or by reason of this <br />Agreement. <br />ARTICLE XIV <br />REPRESENTATION OF CITY <br />The CITY represents that this Agreement has been duly authorized, executed and <br />delivered by the City of Sunny Isles Beach City Council, as the governing body of the <br />CITY and it has the required power and authority to perform this Agreement. <br />Page 6 of 10 <br />