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<br />attorneys' fees incurred in modifying and/or amending this Agreement at the City's request or <br />behest. <br /> <br />Section 9.3 Counterparts. This Agreement may be executed in any number of <br />counterparts, each of which, when so executed and delivered, shall be an original; but such <br />counterparts shall together constitute but one and the same Agreement, and, in making proof of <br />this Agreement, it shall not be necessary to produce or account for more than one such <br />counterpart. <br /> <br />Section 9.4 Severability. If any clause, provision or section of this Agreement shall <br />be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not <br />affect any other provisions or sections hereof, and this Agreement shall be construed and <br />enforced to the end that the transactions contemplated hereby be effected and the obligations <br />contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not <br />been contained herein. <br /> <br />Section 9.5 Term of A2reement. Except as otherwise specified in this Agreement, <br />this Agreement and all representations, warranties, covenants and agreements contained herein <br />or made in writing by the City in connection herewith shall be in full force and effect from the <br />date hereof and shall continue in effect until as long as the Bonds are outstanding. <br /> <br />Section 9.6 Notices. All notices, requests, demands and other communications which <br />are required or may be given under this Agreement shall be in writing and shall be deemed to <br />have been duly given when received if personally delivered; when transmitted if transmitted by <br />telecopy, electronic telephone line facsimile transmission or other similar electronic or digital <br />transmission method (provided customary evidence of receipt is obtained); the day after it is <br />sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, <br />certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: <br /> <br />If to the City: <br /> <br />City Manager and City Attorney <br />City of Sunny Isles Beach <br />18070 Collins Avenue <br />Sunny Isles Beach, Florida 33160 <br />Fax Number: 305-792-1641 <br /> <br />If to the Bank: <br /> <br />SunTrust Bank <br />777 Brickell Avenue, 4th Floor <br />Miami, Florida 33131 <br />Attention: Institutional and Government Banking <br />Fax Number: 305-579-7133 <br /> <br />or to such other address as either party may have specified in writing to the other using the <br />procedures specified above in this Section 9.6. <br /> <br />Section 9.7 Applicable Law. For purposes of this Agreement, Florida law shall <br />govern the terms of this Agreement. Venue shall be in Miami-Dade County, Florida. <br /> <br />{MI883440_2} <br /> <br />15 <br />