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10 . 1 . 4 Engineering and architectural costs incurred by Seller of $ 5 , 250 . 00 . Unpaid <br /> invoices shall be paid directly to the engineering firm ; paid invoices shall be reimbursed to <br /> Seller . <br /> 10 . 1 . 5 Attorney ' s fees and costs of $ 2 , 500 . 00 . <br /> 10 . 1 . 6 Appraisal fees negotiated with Armfield and Wagner . <br /> 10 . 2 Seller shall pay the following expenses at or prior to Closing : <br /> 10 . 2 . 1 All costs necessary to cure title defect( s ) or encumbrances , other than the <br /> Permitted Exceptions , and to satisfy or release of record all existing mortgages , liens or <br /> encumbrances upon the Properties . <br /> 11 . Miscellaneous , <br /> 11 . 1 Controlling_ Law , This Agreement shall be construed and enforced in accordance <br /> with the laws of the State of Florida . Venue shall be in Indian River County for all state <br /> court matters , and in the Southern District of Florida for all federal court matters . <br /> 11 . 2 Entire Agreement , This Agreement constitutes the entire agreement between the <br /> parties with respect to this transaction and supersedes all prior agreements , written or <br /> oral , between the Seller and the County relating to the subject matter hereof . Any <br /> modification or amendment to this Agreement shall be effective only if in writing and <br /> executed by each of the parties . <br /> 11 . 3 Assignment and Binding Effect . Neither County nor Seller may assign its rights and <br /> obligations under this Agreement without the prior written consent of the other party . The <br /> terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and <br /> their successors and assigns . <br /> 11 . 4 Notices . Any notice shall be deemed duly served if personally served or if mailed by <br /> certified mail , return receipt requested , or if sent via " overnight" courier service or facsimile <br /> transmission , as follows : <br /> If to Seller : John C . Kurtz , President <br /> Vista Properties of Vero Beach , Inc . <br /> P . O . Box 651460 <br /> Vero Beach , FL 32965 - 1400 <br /> If to County : Indian River County <br /> 1801 27th Street <br /> Vero Beach , FL . 32960 <br /> Attn : County Attorney ' s Office <br /> Either party may change the information above by giving written notice of such change as <br /> 6 W �n <br /> - <br />