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40 4D r f" of the Land in accordance with the percentage set forth in option (a) above. SECTION 7. ALL NECESSARY ACTION. The parties hereto agree that they will, individually or jointly, take all action within their respective powers, necessary, desirable or required by the other party in order to carry out and effectuate the agreements set forth herein. SECTION S. TERM. Unless extended by mutual agreement of the County and the City, this Agreement shall expire upon payment to the City of any compensation due hereunder, whether monetarily or by conveyance of realty, occasioned by the first to occur of: (a) the County selling or otherwise disposing of the Land and Facilities, (b) or the Dodgers' cessation of using the Facility as a spring training facility. SECTION 9. COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 10. AMENDMENT. This Agreement may be amended only in writing executed I by both parties. I SECTION 11. ENTIRE AGREEMENT. This Agreement, including its exhibits, shall be interpreted as effectuating the purposes of the Memorandum of Understanding (dated July 24, 2000, i and to which the parties hereto are also signatories) and in consonance with the other agreements contemplated by that Memorandum. In the event of any conflict among the documents respecting r the matters expressly set forth herein, the terms of this Interlocal Agreement shall control. SECTION 12. GOVERNING LAW, This Agreement shall be governed by, and constnied in accordance with, the laws of the State of Florida. SECTION 13. JURISDICTION AND VENUE. The exclusive, convenient, and proper venue for any legal proceeding arising out of, or related to, this Agreement shall be Circuit Court for I the Nineteenth Judicial Circuit, in and for Indian River County, Florida Division. Each party waives any defense, whether asserted by motion or pleading, that the Indian River Circuit Court is an improper or inconvenient venue. Moreover, all parties to this Agreement, persons and entities alike, I consent to the personal jurisdiction of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, and irrevocably waive any objections to said jurisdiction. { SECTION 14. EFFECTIVE DATE. This Agreement shall be effective on the date of release of this Agreement by the Escrow Agent in accordance with the Document Escrow Agreement. LPage 4 of b L