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16. AD VALOREM TAXES. Buyer recognizes that Seller, in its capacity as a municipality,
<br />is exempt from the payment of ad valorem taxes on the Property. Buyer shall be solely
<br />responsible for the payment of ad valorem taxes commencing as of the Closing, if assessed,
<br />and assessed or accruing thereafter, and Seller shall have no liability for the payment of any
<br />taxes that may have previously accrued or been assessed against the Property or any interest
<br />thereon.
<br />17. LIENS. Buyer understands that the Property, being owned by Seller in its capacity as a
<br />municipality, is not subject to claims of lien. However, Seller, consistent with the requirements
<br />of insuring title, shall furnish to Buyer at time of Closing an affidavit attesting to the absence,
<br />unless otherwise provided for herein, of any financing statements, claims of lien, or potential
<br />claimants or lienors known to Seller and further attesting that there have been no
<br />improvements to the Property authorized by or for Seller for ninety (90) days immediately
<br />preceding date of Closing.
<br />18. EXPENSES. All closing costs, including, but not limited to, the cost of the title
<br />insurance policy, the cost of recording the deed, bill of sale, any mortgage, and all other fees and
<br />costs in connection therewith (i.e. documentary tax) shall be paid by Buyer. The cost of
<br />recording any corrective instruments or releases to provide clear title to Buyer, and easements
<br />conveyed to Seller or the public at Closing, shall be paid by Seller.
<br />19. ESCROW. The Escrow Agent, Peter J. Munson, Esq., Clark Campbell Lancaster &
<br />Munson (Trust Account), receiving funds pursuant to this Agreement is authorized and agrees
<br />by acceptance thereof to promptly deposit and to hold same in escrow and to disburse same
<br />subject to clearance thereof in accordance with the terms and conditions of this Agreement.
<br />Failure of clearance of funds shall not excuse performance by the Buyer. In the event of doubt
<br />as to his duties or liabilities under the provisions of this Agreement, the Escrow Agent may in
<br />his sole discretion, continue to hold the monies which are the subject of this escrow until the
<br />parties mutually agree to the disbursement thereof, or until a judgment or a court of
<br />competent jurisdiction shall determine the rights of the parties thereto, or he may deposit all the
<br />monies then held pursuant to this Agreement with the Clerk of the Circuit Court of Indian River
<br />County in conjunction with filing of the appropriate action, and upon notifying all parties
<br />concerned of such action, all liability on the part of the Escrow Agent shall fully terminate,
<br />except to the extent of accounting for any monies theretofore delivered out of escrow. In the
<br />event of any suit between Buyer and Seller wherein the Escrow Agent is made a party by virtue
<br />of acting as such Escrow Agent hereunder, or in the event of any suit wherein Escrow Agent
<br />interpleads the subject matter of this escrow, the Escrow Agent shall be entitled to recover a
<br />reasonable attorney's fee and costs incurred, said fees and costs to be charged and assessed as
<br />court costs in favor of the prevailing party. All parties agree that the Escrow Agent shall not be
<br />liable to any party or person whomsoever for misdelivery to Buyer or Seller of monies subject to
<br />this escrow, unless such misdelivery shall be due to willful breach of this Agreement or
<br />negligence on the part of the Escrow Agent.
<br />20. ATTORNEYS' FEES AND COSTS. In connection with any litigation, including
<br />appellate proceedings, arising out of this Agreement, the prevailing party shall be entitled to
<br />recover its reasonable attorneys` fees, experts' fees, and costs, including attorneys' fees, experts'
<br />fees, and costs incurred in litigating entitlement to such fees and costs, as well as in
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