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A TRUE COPY <br />N RPACERTIFICATION ON LAST PAGE <br />AwlhYAN L. BUTLER, CLERK <br />NATIONAL <br />RECREATION AND PARK <br />ASSOCIATION <br />13. Governing Law, Jurisdiction, Venue and Dispute Resolution <br />This MOU and the performance thereof shall be governed, interpreted, construed and regulated by the law <br />of the Commonwealth of Virginia, without reference to or application of principles concerning conflicts of <br />laws of any jurisdiction. Notwithstanding the foregoing, this governing law and venue provision shall not <br />apply to a Grantee that is a state or public institution and afforded sovereign immunity under applicable <br />state law. Before commencing any litigation arising out of or relating to the relationship of the parties, this <br />MOU, orthe breach hereof, the parties agree to negotiate in good faith to resolve such dispute within fifteen <br />(15) business days of notice by the other party of such dispute. Should the parties fail to mutually resolve <br />their dispute and commence litigation, the parties hereby irrevocably consent to venue before the federal <br />and state courts situated in the Commonwealth of Virginia and each party hereby irrevocably submits to the <br />jurisdiction of such courts. The prevailing party in any action or litigation, including appeals, arising out of <br />or related to this MOU shall be awarded its reasonable attorney's fees and costs. The Parties agree that <br />NRPA would not have an adequate remedy at law and would be irreparably injured if Grantee breaches its <br />covenants hereunder and NRPA shall be entitled to injunctive relief as a remedy for any breach orthreatened <br />breach hereof without showing or proving any actual damages. <br />14. No Agency; Relationship of the Parties <br />Each party and their respective officers, employees, agents, contractors and/or consultants are independent <br />contractors and are not, nor shall they hold themselves out to as or claim to be, employees or agents of the <br />other party or any department, agency or unit thereof; accordingly, neither party shall have any authority <br />to enter into any agreement on behalf of the other party or otherwise cause the other party to incur any <br />obligations whatsoever other than as set forth herein. <br />15. Notices <br />All notices, requests, demands and other communications required or permitted under this MOU must be <br />in writing and will be deemed to have been duly given, made and received only (a) when personally <br />delivered, or (b) on the date specified for delivery when deposited with an overnight courier service such as <br />Federal Express for delivery to the intended addressee, or (c) when sent via facsimile, only so long as <br />followed by a hard copy sent in a manner set forth in (a) or (b) above, or (d) when delivered via email, only <br />so long as followed by a hard copy sent in a manner set forth in (a) or (b) above, each of the foregoing <br />addressed as set forth below: <br />If to Grantee, to: <br />Indian River County — Parks, Recreation & Conservation <br />1590 9`h Street, Vero Beach, FL 32962 <br />Attn: Gustavo Vergara <br />Email: gvergara@indianriver.gov <br />If to NRPA, to: <br />National Recreation and Park Association <br />22377 Belmont Ridge Road <br />Ashburn, VA 20148 <br />Attn: Teresa Morrissey <br />Email: tmorrissey@nrpa.org <br />