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i <br />4b <br />C1 <br />acceptable to the City and the County, provided that if the City and the County can not agree upon the <br />exact parcel of land to be conveyed at such time, the City and the County shall subject the determination <br />of the exact parcel to binding arbitration for division of the Land in accordance with the percentage set <br />forth in option (a) above. <br />SECTION 7. ALL NECESSARY ACTION. The parties hereto agree that they will, individually <br />or jointly, take all action within their respective powers, necessary, desirable or required by the other party <br />in carder to carry out and effectuate the agreements set forth herein. <br />SECTION 8. TERM. Unless extended by mutual agreement of the County and the City, this <br />Agreement shall expire upon payment to the City of any compensation due hereunder, whether monetarily <br />or by conveyance of realty, occasioned by the first to occur of: (a) the County selling or otherwise disposing <br />of the Land and Facilities, (b) or the Dodgers' cessation of using the Facility as a spring training facility. <br />SECTION 9. COUNTERPARTS. This Agreement may be executed in multiple counterparts, <br />each of which shall be an original and all of which shall constitute but one and the same instrument. <br />SECTION 10. AMENDMENT. This Agreement may be amended only in writing executed by <br />both panics. <br />SECTION 11. ENTIRE AGREEMENT. This Agreement, including its exhibits, shall be <br />interpreted as effectuating the purposes of the Memorandtun of Understanding (dated July 24, 2000, and <br />to which the parries hereto are also signatories) and in consonance with the other agreements contemplated <br />by that Memorandum, In the event of any conflict among the documents respecting the matters expressly <br />set forth herein, the terms of this Interlocal Agreement shall control. <br />SECTION 12. GOVERNING LAW, This Agreement shall be governed by, and construed in <br />accordance with. the laws of the State of Florida. <br />SECTION 13, JURISDICTION AND VENUE. The exclusive, convenient, and proper venue <br />for any legal proceeding arising out of, or related to, this Agreement shall be Circuit Court for the <br />Nineteenth Judicial Circuit, in and for Indian River County, Florida 'Division. Each party waives any <br />defense, whether asserted by motion or pleading, that the Indian River Circuit Court is an improper or <br />tnconvernerat venue. Moreover, all parties to this Agreement, persons and entities alike. consent to the <br />personal jurisdiction of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, and <br />tnevocably waive any objections to said jurisdiction. <br />SECTION 14. EFFECTIVE BATE.. This Agreement shall be etieetive can the date of release of <br />this Agreement by the Escrow Agent in accordance with the Document Escrow Agreement, <br />Page 4 of b <br />t <br />