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November 2 and ending on December 31, Ford shall pay all current real estate taxes and <br />special assessments levied against the Property, prorated based on the "due date" of <br />such taxes established by the taxing authority having jurisdiction over the Property. If the <br />Closing Date occurs between January 1 and November 1, Ford shall, in accordance with <br />Florida Statutes Section 196.295, deposit into escrow with the Tax Collector, an amount <br />equal to the current real estate 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 in Lieu of Eminent Domain. It is understood by the parties <br />that this contract is entered into by Ford under the threat and in lieu of <br />condemnation. <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 Ford and the County relating to the subject <br />matter hereof. Any modification or amendment to this Agreement shall be effective <br />only if in writing and executed by each of the parties. <br />9.4 Assignment and Binding Effect. Neither County nor Ford may assign its <br />rights and obligations under this Agreement without the prior written consent of the <br />other party. The terms hereof shall be binding upon and shall inure to the benefit <br />of the parties hereto and their successors and assigns. <br />9.5 Notices. Any notice shall be deemed duly served if personally served <br />or if mailed by certified mail, return receipt requested, or if sent via "overnight" <br />courier service or facsimile transmission, as follows: <br />If to Ford: Christine L. Ford <br />7825 66th Avenue <br />Vero Beach, FL 32967 <br />If to County: Indian River County <br />1801 27th Street <br />Vero Beach, FL 32960 <br />Attn: Public Works Director <br />Either party may change the information above by giving written notice of such <br />change as provided in this paragraph. <br />In <br />