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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK 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, Van Antwerp 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 Van Antwerp 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 Van Antwerp 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 Van Antwerp 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 Van Antwerp: Frederick W. Van Antwerp and Florence B. Van Antwerp Co -Trustees of the Frederick W. Van Antwerp and Florence B. Van Antwerp Revocable Trust Agreement dated 3/19/10 6285 81St Street Vero Beach, FL 32967 If to County: Indian River County 1801 27th Street Vero Beach, FL 32960 Attn: Public Works Director Either party may change the information above by giving written notice of such change as provided in this paragraph. 11