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for the cost of a capital repair or replacement, each upon delivery of the back-up material <br />required to be submitted with all Requisitions for costs of a repair or replacement. <br />5. Assignment. The parties hereto acknowledge that no party may assign its rights <br />hereunder without the prior written consent of the other parties hereto, and that, upon such <br />assignment, the assigning party's assignee will succeed to all of the assigning party's rights under <br />this Capital Reserve Account Agreement. <br />6. Fees of Capital Reserve Account Agent. In consideration of its services as Capital <br />Reserve Account Agent hereunder, the Capital Reserve Account Agent shall be entitled to fees <br />and expenses agreed upon by the Capital Reserve Account Agent, the County and MiLB and the <br />fees of the Capital Reserve Account Agent will be paid in advance from funds on deposit in the <br />Capital Reserve Account in accordance with any agreed upon fee schedule. Absent an agreed <br />upon fee schedule, the parties hereby agree to pay and reimburse the initial Capital Reserve <br />Account Agent for direct, actual and verifiable costs associated with the limited services and <br />effort anticipated to be required hereunder. If for any reason funds in the Capital Reserve <br />Account are insufficient to cover such compensation and reimbursement, MiLB shall promptly <br />pay such amounts to the Capital Reserve Account Agent upon receipt of an itemized invoice. <br />7. IntMleader. In case any dispute shall arise between or among the County and <br />MiLB as to the disposition of funds deposited under this Capital Reserve Account Agreement, <br />the Capital Reserve Account Agent shall have the right, but shall not be obligated, to bring an <br />action in a state court of competent jurisdiction located in Indian River County, Florida, to <br />interplead the parties hereto and any other persons to resolve such dispute. Any costs or expenses <br />incurred in connection with any such action, including but not limited to any expenses and <br />reasonable attorney fees incurred by the Capital Reserve Account Agent, shall be paid by the <br />unsuccessful party in the dispute. <br />S. Miscellaneous. <br />(a) This Capital Reserve Account Agreement shall be construed in accordance with, <br />and governed by the laws of, the State of Florida. <br />(b) The Capital Reserve Account Agent, as a part of the consideration for the <br />acceptance of this Capital Reserve Account Agreement, shall not be liable for any acts or <br />omissions done in good faith, nor for any claims, demands or losses, nor for any damages made <br />or suffered by any party to this Capital Reserve Account Agreement, excepting such as may arise <br />through or be caused by its willful misconduct or gross negligence. Any obligations of the <br />County and/or MiLB under this Capital Reserve Account Agreement to the Capital Reserve <br />Account Agent shall survive any termination of this Capital Reserve Account Agreement and the <br />resignation or removal of Capital Reserve Account Agent. <br />(c) In the event any provision of this Capital Reserve Account Agreement shall be <br />held invalid or unenforceable by any court of competent jurisdiction, such holding shall not <br />invalidate or render unenforceable any other provisions hereof. <br />3 <br />