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As to COUNTY: Indian River County Attention: County Administrator 1801 27th Street Vero Beach, FL 32960 E. Miscellaneous Provisions. As to CITY: City of Vero Beach Attention: City Manager 1053 20th Place P.O. Box 1389 Vero Beach, FL 32961-1389 1) Subject to the terms and conditions of this Agreement, each of the Parties hereto will take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws to consummate and make effective the intent and purpose of this Agreement, including, without limitation, from time to time after the execution and delivery of this Agreement and without further consideration, the Parties will, at their own expense, execute and deliver such documents to the other Party as such Party may reasonably request in order to evidence the consummation and accomplishment of said intent and purpose of this Agreement. 2) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue for resolution of any dispute arising hereunder shall be in Indian River County, Florida. 3) This Agreement sets forth all the promises, agreements, conditions, and understandings, whether oral or written, between the Parties on the subject of this Agreement. No subsequent alteration, amendment, change, or addition to this Agreement will be binding on the Parties unless in writing and signed by them and made a part of this Agreement by direct reference. 4) In the event of any dispute or litigation relating to this Agreement, each party shall pay its own attorney's fees. 5) The terms of this Agreement shall be binding on the respective successors, contractors, representatives, agents, and permitted assigns of the Parties. However, neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party. 6) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all which together will constitute one and the same instrument. F. Effective Date. This Agreement shall become effective upon execution by both Parties, and after final written approvals by CITY's bond counsel, and by COUNTY's bond counsel, the cost of which reviews shall be borne by the respective Parties as to each Party's review. Page 5 of 6 N:\Client Docs\City Council\Agreements\Dogertown.Golf.Course\2014.09.25 Term.Use.Restric.Etc.4.6.2015.docx