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8 . Miscellaneous , <br /> A Controlling Law , This Agreement shall be construed and enforced in <br /> accordance with the laws of the State of Florida . Venue shall be in Indian River <br /> County for all state court matters , and in the Southern District of Florida for all <br /> federal court matters . <br /> Be Entire Agreement . This Agreement constitutes the entire agreement <br /> between the parties with respect to this transaction and supersedes all prior <br /> agreements , written or oral , between Kelly and the County relating to the subject <br /> matter hereof. Any modification or amendment to this Agreement shall be <br /> effective only if in writing and executed by each of the parties . <br /> C . Assignment and Binding Effect . Neither Kelly nor County may assign its <br /> rights and obligations under this Agreement without the prior written consent of <br /> the other party . The terms hereof shall be binding upon and shall inure to the <br /> benefit of the parties hereto and their successors and assigns . <br /> D . Notices . Any notice shall be deemed duly served if personally served <br /> or if mailed by certified mail , return receipt requested , or if sent via " overnight" <br /> courier service or facsimile transmission , as follows : <br /> If to Seller : If to County : <br /> Russell Kelly Indian River County <br /> 905 Bowline Drive 1801 27th Street <br /> Vero Beach , FL 32963 Vero Beach , FL 32960 <br /> Attn : Public Works Director <br /> Either party may change the information above by giving written notice of such <br /> change as provided in this paragraph . <br /> E . Attorney' s Fees and Costs_ In any claim or controversy arising out of or <br /> relating to this Agreement , each party shall bear its own attorney' s fees , costs <br /> and expenses . <br /> F. County Approval Required : This Agreement is subject to approval by the <br /> Indian River County Board of County Commissioners <br /> 3 <br />