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reference herein. <br />As part of this effort, the County will make a contribution of $5,250 to Star <br />Suites for asphalt costs, within fifteen (15) days of the effective date. All <br />other costs of this work will be the responsibility of Star Suites. <br />7.2. Closing Costs; Expenses. County, or its agent, shall be responsible for <br />preparation of all Closing documents. County shall pay the following expenses at <br />Closing: <br />(a) The cost of recording the warranty deed and any release or <br />satisfaction obtained by Seller pursuant to this Agreement. <br />(b) Documentary Stamps required to be affixed to the warranty deed. <br />(c) All costs and premiums for the owner's marketability title insurance <br />commitment and policy, if any. <br />8. Prorations. All taxes and special assessments which are a lien upon the properties <br />on or prior to the Closing Date (except current taxes which are not yet due and payable) <br />shall be paid by Star Suites. If the Closing Date occurs during the time interval <br />commencing on November 2 and ending on December 31, Star Suites shall pay all <br />current real estate taxes and special assessments levied against the Property, prorated <br />based on the "due date" of such taxes established by the taxing authority having <br />jurisdiction over the Properties. If the Closing Date occurs between January 1 and <br />November 1, Star Suites shall, in accordance with Florida Statutes Section 196.295, <br />deposit into escrow with the Tax Collector, an amount equal to the current real estate <br />taxes and assessments, prorated to the Closing Date. <br />9. Miscellaneous. <br />9.1 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 />9.2 Conveyance at Arm's Length. It is understood by the parties that this <br />contract is entered into by Star Suites as an Arm's Length transaction, without the <br />threat of condemnation or eminent domain. <br />9.3 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 Star Suites and the County relating to the <br />subject 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 />9.4 Assignment and Binding Effect. Neither County nor Star Suites may assign <br />its 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 />4 <br />