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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />J.K. BARTON, CLERK
<br />Indian River County hereunder, nor the Series
<br />2008 Bonds issued pursuant to this Agreement, shall constitute an indebtedness or liability of
<br />Indian River County. The Bonds when issued, and the interest thereon, shall be limited and
<br />special obligations of Palm Beach County payable solely from certain revenues .and other
<br />amounts pledged thereto by the terms thereof.
<br />SECTION 4. No Personal Liability. No covenant or agreement contained in this
<br />Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or
<br />employee of Indian River County or Palm Beach County in his or her individual capacity and no
<br />member, officer, agent or employee of Indian River County or Palm Beach County shall be
<br />liable personally on this Agreement or be subject to any personal liability or accountability by
<br />reason of the execution of this Agreement.
<br />SECTION 5. Allocation of Responsibilities. Palm Beach County shall take all
<br />actions it deems necessary or appropriate in connection with the issuance of the Series 2008
<br />Bonds, including, in its discretion, the preparation, review, execution and filing with government
<br />agencies of certificates, opinions, agreements and other documents to be delivered at the closing
<br />of the Series 2008 Bonds and the establishment of any funds and accounts pursuant to an
<br />indenture of trust related to the Series 2008 Bonds.
<br />Neither Indian River County nor Palm Beach County shall be liable for the costs
<br />of issuing the Series 2008 Bonds or the costs incurred by either of them in connection with the
<br />preparation, review, execution or approval of this Interlocal Agreement or any documentation or
<br />opinions required to be delivered in connection therewith by Indian River County, Palm Beach
<br />County or counselto either. All of such costs shall be paid from the proceeds of the Series 2008
<br />Bonds or from other moneys of the Borrower.
<br />SECTION 6. Indemnity. The Borrower, by its approval and acknowledgment at
<br />the end of this Agreement, agrees to indemnify and hold harmless Indian River County and Palm
<br />Beach County, and their respective officers, employees and agents, from and against any and all
<br />losses, claims, damages, liabilities or expenses, of every conceivable kind, character and nature
<br />whatsoever, including, but not limited to, losses, claims, damages, liabilities or expenses
<br />(including reasonable fees and expenses of attorneys, accountants, consultants and other experts),
<br />arising out of, resulting from, or in any way connected with this Agreement or the issuance of the
<br />Series 2008 Bonds, other than any such losses, damages, liabilities or expenses, in the case of
<br />Palm Beach County, arising from the willful misconduct of Palm Beach County, and, in the case
<br />of Indian River County, arising from the willful misconduct of Indian River County,
<br />SECTION 7. Term. This Agreement will remain in full force and effect from
<br />the date of its execution, subject to the provisions of SECTION 8 hereof, until such time as it is
<br />terminated by any party hereto upon 10 days' advance written notice to the other party hereto.
<br />Notwithstanding the foregoing, it is agreed that this Agreement may not be terminated so long as
<br />any of the Series 2008 Bonds remain outstanding or unpaid. Nothing herein shall be deemed in
<br />any way to limit or restrict either party hereto from issuing its own obligations or entering into
<br />any other agreement for the financing or refinancing of any facility which either party hereto
<br />may choose to finance or refinance.
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