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I ICA '
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<br /> 8 . 3 Entire Agreement . This Agreement constitutes the entire agreement between the
<br /> parties with respect to this transaction and supersedes all prior agreements , written or oral ,
<br /> between the Seller and the County relating to the subject matter hereof. Any modification or
<br /> amendment to this Agreement shall be effective only if in writing and executed by each of the
<br /> parties .
<br /> 8 . 4 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 terms
<br /> hereof shall be binding upon and shall inure to the benefit of the parties hereto and their
<br /> successors and assigns .
<br /> 8 . 5 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, as follows :
<br /> If to Seller : Sharmaine Muse
<br /> PNC Bank Realty Services
<br /> 620 Liberty Avenue
<br /> 19th Floor
<br /> Pittsburgh, PA 15222
<br /> If to County : Indian River County
<br /> 1801 27th Street, Vero Beach, FL 32960
<br /> Vero Beach, FL 32960
<br /> Attn : Chris Mora, Director of Public Works
<br /> Either party may change the information above by giving written notice of such change as
<br /> provided in this paragraph.
<br /> 8 . 7 Attorney ' s Fees and Costs . In any claim or controversy arising out of or relating to this
<br /> Agreement , each party shall bear its own attorney ' s fees , costs and expenses .
<br /> 8 . 8 . Counterparts . This Agreement may be executed in two or more counterparts , each one of
<br /> which shall constitute an original .
<br /> 8 . 9 . County Approval Required : This Agreement is subject to approval by Indian River
<br /> County as set forth in paragraph 2 .
<br /> 8 . 10 Beneficial Interest Disclosure : In the event Seller is a partnership , limited partnership ,
<br /> corporation, trust, or any form of representative capacity whatsoever for others , Seller shall
<br /> provide a fully completed, executed , and sworn beneficial interest disclosure statement in the
<br /> form attached to this Agreement as an exhibit that complies with all of the provisions of Florida
<br /> Statutes Section 286 . 23 prior to approval of this Agreement by the County . However, pursuant
<br /> to Florida Statutes Section 286 . 23 (3 ) (a) , the beneficial interest in any entity registered with the
<br /> Federal Securities and Exchange Commission, or registered pursuant to Chapter 517 , Florida
<br /> Statutes , whose interest is for sale to the general public , is exempt from disclosure ; and where the
<br /> Seller is a non-public entity , that Seller is not required to disclose persons or entities holding less
<br /> than five ( 5 %) percent of the beneficial interest in Seller.
<br /> 8 . 11 Repair of Damage : County shall promptly repair any damage to the property caused by
<br /> County or its agents , employees , representatives , contractors , or subcontractors during such
<br /> inspection, testing , sampling and/or evaluation . To the extent allowed by law, County agrees to
<br /> indemnify , defend and hold Seller, its subsidiaries , affiliates , and their respective officers ,
<br /> directors and employees , harmless of, and from any claim , proceeding , suit, damage , liability,
<br /> loss , cost, charge or expense or any other liability of every nature , kind and description
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