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reference herein. As part of this effort, the County will make a contribution of $5,250 to .Star Suites, for asphalt costs, within fifteen (15) days of the effective date. All other costs of this work will be the responsibility of, Star Suites. 7.2. Closing Costs; Expenses. County, or its agent, shall be: responsible for: preparation of all Closing documents: County shallpay the following expenses at Closing: (a), The cost of recording the warranty deed and any releaseor satisfaction obtained by Seller pursuant to this Agreement. (b) Documentary Stamps required to be affixed to the warranty -deed. (c) All costs and premiums for the owner's marketability title insurance commitment and policy; if any. 8. Prorations. All taxes; and special assessments which are a lien upon the properties on or prior to the Closing -Date (except current taxes which are not yet due and: payable) shall be paid by Star Suites. If the Closing Date occurs during the time interval; commencing on November 2 and ending on, December 31, Star Suites 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 Properties. If the. Closing Date occurs between January 1 and November 1.-, Star Suitesshall, 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. at Arm's Length. It: Is understood by the parties that this contract is entered into by, Star. Suites as an Arm's Length -transaction,_without. the. threat of condemnation or eminent domain. 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 Star Suites 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 Star Suites 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