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(d) Appraisal costs, Engineering costs, land planner costs and all other expert fees and costs incurred by Central of $25,417.00. The costs shall be paid to Associate's attorney. (f) Attorney's fees and costs of $121,674.75 representing 15% of the total purchase price. 8. Prorations. All taxes and special assessments which are a lien upon the property on or prior to the Closing Date (except current taxes which are not yet due and payable) shall be paid by Central. If the Closing Date occurs during the time interval commencing on November 2 and ending on December 31, Central shall pay all current real estate taxes and special assessments levied against the Property, prorated based on the "due date" of such taxes established by the taxing authority having jurisdiction over the Property. If the Closing Date occurs between January 1 and November 1, Central shall, in accordance with Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount equal to the current real estate taxes and assessments, prorated to the Closing Date. 9. Miscellaneous. 9.1 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters. 9.2 Conveyance in Lieu of Eminent Domain. It is understood by the parties that this contract is entered into by Central under the threat and in lieu of condemnation. 9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to this transaction and supersedes all prior agreements, written or oral, between Central and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the parties. 9.4 Assignment and Binding Effect. Neither County nor Central may assign its rights and obligations under this Agreement without the prior written consent of the other party. The terms hereof shall be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns. 9.5 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows: If to Central: Central Groves Corp. 606 Azalea Lane Vero Beach, FL 32963 4