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1 , the Seller shall, in accordance with Florida Statutes Section 196 . 295 , pay an amount equal to the <br /> current real estate taxes and assessments , prorated to the Closing Date . <br /> 8 , Miscellaneous . <br /> 8 . 1 Controlling Law . This Agreement shall be construed and enforced in accordance with the <br /> laws of the State of Florida. Venue shall bei Indian River County for all state court matters , and in <br /> the Southern District of Florida for all federal court matters . <br /> 8 . 2 Condemnation . In the event that all or any part of the Property shall be acquired or <br /> condemned for any public or quasi-public use or purpose , or if any acquisition or condemnation <br /> proceedings shall be threatened or begun prior to the Closing of this transaction, County shall have <br /> the option to either terminate this Agreement, and the obligations of all parties hereunder shall cease, <br /> or to proceed, subj ect to all other terms , covenants , conditions , representations and warranties of this <br /> Agreement, to the Closing of the transaction contemplated hereby and receive title to the Property; <br /> receiving, however, any and all damages , awards or other compensation arising from or attributable <br /> to such acquisition or condemnation proceedings . County shall have the right to participate in any <br /> rn <br /> such proceedings . <br /> 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 sub ) ect matter hereof Any modification or amendment to this <br /> 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 successors <br /> 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 : Seller : Daniel E . Dempsey and Randi W . Dempsey. <br /> Address : 6910 33 '6 St . <br /> City, State , Zip : Vero Beach, Florida, 32966 - 1406 <br /> If to County: Indian River County <br /> 1840 25th Street, Vero Beach, FL 32960 <br /> Attn : Ron Callahan/Engineering Division <br /> Either parry may change the information above by giving written notice of such change as provided <br /> 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 and <br /> 3 <br /> Standard Agreement to Purchase and Sell <br /> Real Estate — Daniel E . & Randi W . Dempsey <br /> Parcel ID No . 33 -39-28 -0001 - 0060-00001 . 0 <br /> F : \Engineering\Robert Webb\Dempsey - Agreement. doc <br />