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Prepared by and return to: Bruce D. Barkett, Esquire Collins Brown Barkett. Chartered 756 Beachland Boulevard Vero Beach. FL 32963 Tele: (772)231-4343 MEMORANDUM OF UNDERSTANDING BETWEEN BRIDGE MP PARTNERS, LLC AND INDIAN RIVER COUNTY, FLORIDA This Memorandum of Understanding (hereinafter "MOU") is made and entered into by and between Bridge MP Partners, LLC, a Florida limited liability company ("Bridge"), whose address is 201 East Las Olas Boulevard, Suite 1200, Fort Lauderdale, FL 33301 and Indian River County, Florida, a political subdivision of the State of Florida (the "County") whose address is 1801 27th Street, Vero Beach, FL 32960. Recitals WHEREAS, Bridge is in the process of developing a commercial project to be known as Bridge Marketplace in Indian River County, Florida, on the real property south east of the intersection of State Road 510 and US Highway 1, formerly known as the Bristol Bay Project and legally described on Exhibit A, attached hereto and made a part hereof (the "Property"); and WHEREAS, it is necessary and desirable for the development of Bridge Marketplace for certain County storm sewer piping/conveyance systems and structures, potable water and reuse water easements (collectively, the Existing Easements) on the Property to be released, vacated, terminated, and discharged from the Public Records of Indian River County, Florida and replaced with new storm sewer piping/conveyance system and associated structures, potable water and reuse water easements (collectively the New Easements) to the satisfaction of the County; and WHEREAS, the County agrees to release, vacate, terminate, and discharge the Existing Easements on the Property referenced herein from the Public Records of Indian River County, Florida, upon the occurrence of certain conditions precedent stated herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, Bridge and the County hereby agree as follows: 1. The foregoing recitals are true and correct incorporated as if fully restated herein. 2. Bridge shall submit to the appropriate County department, surveys and detailed plans showing the location of the New Easements for the Bridge Marketplace project that will replace the Existing Easements.