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A. This Agreement shall be governed and construed in accordance with the laws of the State of Ohio. <br />Venue for the resolution of any dispute shall be in the Court of Common Pleas of Franklin County, Ohio or in <br />the Federal court in the Southern District of Ohio in Columbus, Ohio. <br />B. The signatories hereto represent and covenant that they are authorized to execute this Agreement <br />and to bind the respective parties to this Agreement. <br />C. This Agreement is the entire agreement between S+W and Client and supersedes any prior <br />agreements of communications relating thereto. No modification hereof or subsequent agreement related to <br />the sale of ILFP credits described herein shall be binding on either party unless reduced to writing and signed <br />by both parties hereof. <br />STREAM+ WETLANDS FOUNDATION <br />Signed By: <br />Date: <br />Vincent E. Messerly, President <br />123 South Broad Street, Suite 238 <br />P.O. Box 369 <br />Lancaster, OH 43130 <br />CLIENT City of North Olmsted <br />Signed By: <br />Printed Name: <br />Title: <br />Date: <br />Address: 5200 Dover Center Rd. <br />North Olmsted. Ohio 44070 <br />E-mail: <br />Telephone: 440-716-4140 <br />CLIENTS CONSULTING FIRM <br />Name: Verdantas, U.C. <br />Contact Name: Carrie Ricker <br />Address: 8150 Sterling Court <br />Mentor, Ohio 44060 <br />Phone Number: 330-322-3691 <br />E-mail: crickerCdverdantas.com <br />Page 3 of 3 <br />GRWMBOINZ024 <br />