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8.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties <br />with respect to this transaction and supersedes all prior agreements, written or oral, between the <br />Seller and the County relating to the subject matter hereof. Any modification or amendment to <br />this Agreement shall be effective only if in writing and executed by each of the parties. <br />8.4 Assignment and Binding Effect. Neither County nor Seller may assign its rights and <br />obligations under this Agreement without the prior written consent of the other party. The terms <br />hereof shall be binding upon and shall inure to the benefit of the parties hereto and their <br />successors and assigns. <br />8.5 Notices. Any notice shall be deemed duly served if personally served or if mailed by <br />certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile <br />transmission, as follows: <br />If to Seller: Bell Construction & Development, LLC <br />906 SW St. Lucie West Blvd., Suite 194, Port St. Lucie, FL 34986 <br />Attn: Michael R. Levine, Manager Member <br />If to County: Indian River County <br />18402 5th Street, Vero Beach, FL 32960 <br />Attn: William M. Napier, County Real Estate Acquisition Agent <br />Facsimile # (772) 226-1988 <br />Either party may change the information above by giving written notice of such change as <br />provided in this paragraph. <br />8.6 Survival and Benefit. Except as otherwise expressly provided herein, each agreement, <br />representation or warranty made in this Agreement by or on behalf of either party, or in any <br />instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date <br />and the consummation of the transaction provided for herein. The covenants, agreements and <br />undertakings of each of the parties hereto are made solely for the benefit of, and may be relied <br />on only by the other party hereto, its successors and assigns, and are not made for the benefit <br />of, nor may they be relied upon, by any other person whatsoever. <br />8.7 Attorney's Fees and Costs. In any claim or controversy arising out of or relating to this <br />Agreement, each party shall bear its own attorney's fees, costs, and expenses. <br />8.8. Counterparts. This Agreement maybe executed in two or more counterparts, each one of <br />which shall constitute an original. <br />8.9. County Approval Required: This Agreement is subject to approval by the Indian River <br />County as set forth in paragraph 2. <br />8.10 Beneficial Interest Disclosure: In the event Seller is a partnership, limited partnership, <br />corporation, trust, or any form of representative capacity whatsoever for others, Seller shall <br />provide a fully completed, executed, and sworn beneficial interest disclosure statement in the <br />form attached to this Agreement as an exhibit that complies with all of the provisions of Florida <br />Statutes Section 286.23 prior to approval of this Agreement by the County. However, pursuant <br />to Florida Statutes Section 286.23 (3)(a), the beneficial interest in any entity registered with the <br />5/202004F:\Public Works\Capital ProjectsWisc.Agreements\WindingCreekl49-06.doc <br />