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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 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: George Hemmings, Sr. <br /> Lorenzo C. Hemmings <br /> Address : POB 960598 <br /> City, State, Zip: Wabasso, FL 32970-0598 <br /> If to County: Indian River County <br /> 1801 27 b Street, Vero Beach, FL 32960 <br /> Attn: Louise Gates. Land Acquisition Specialist <br /> Either party 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 parry, or in any <br /> instruments delivered pursuant hereto or in connection herewith, shall survive the Closing Date and <br /> 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 on <br /> only by the other party hereto, its successors and assigns, and are not made for the benefit of, nor <br /> 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 . Counteroarts. This Agreement may be 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 Board of County Commissioners 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 provide a <br /> fully completed, executed, and sworn beneficial interest disclosure statement in the form attached to <br /> this Agreement as an exhibit that complies with all of the provisions of Florida Statutes Section <br /> 286 .23 prior to approval of this Agreement by the County. However, pursuant to Florida Statutes <br /> Section 286 .23 (3)(a), the beneficial interest in any entity registered with the Federal Securities and <br /> Exchange Commission, or registered pursuant to Chapter 517, Florida Statutes, whose interest is for <br /> sale to the general public, is exempt from disclosure; and where the Seller is a non-public entity, that <br /> Seller is not required to disclose persons or entities holding less than five (5%) percent of the <br /> beneficial interest in Seller. <br /> 3 <br />