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If to OWNER: Mayflower Retirement Center, Inc. <br />1620 Mayflower Court <br />Winter Park, FL 32792 <br />Attn: Steven Kramer <br />If to DEVELOPER: Red Bug Center, LLC <br />c/o Tara Tedrow <br />Lowndes, Drosdick, Doster, Kantor & Reed <br />P.O. Box 2809 <br />Orlando, FL 32802 <br />With a copy to: Hal H. Kantor <br />Lowndes, Drosdick, Doster, Kantor & Reed <br />P.O. Box 2809 <br />Orlando, FL 32802 <br />Hal. Kantor glowndes-law.com <br />In all cases, notices shall be deemed delivered to Owner and Developer only upon delivery of <br />same to both parties as indicated above. <br />7. Entire Agreement. This Agreement constitutes the complete and entire agreement <br />between the City and Owner and Developer with respect to the subject matter hereof, and <br />supersedes any and all prior agreements or understandings, whether oral or written, between the <br />e parties relating thereto. <br />8. Modification. This Agreement may not be amended, changed, or modified, and <br />material provisions hereunder may not be waived, except by a written document approved by the <br />City Commission and signed by all parties to this Agreement. <br />9. Recording. The City shall, within ten (10) business days following full execution <br />of this Agreement, and at the City's sole cost and expense, record a fully executed counterpart of <br />this Agreement in the Public Records of Seminole County, Florida. <br />10. Parties Bound. Following the recordation of this Agreement, the benefits and <br />burdens of this Agreement shall become a covenant running with the title to the Property, and all <br />parts and parcels thereof, and this Agreement shall be binding upon and inure to the benefit of <br />both the City, and Owner and its assigns and successors in interest to the said Property, and all <br />parts and parcels thereof. <br />11. Disclaimer of Third Party Beneficiaries. This Agreement is solely for the benefit <br />of the formal parties to this Agreement, and no right or cause of action shall accrue by reason <br />hereof to or for the benefit of any third party not a formal party hereto. Nothing in this <br />Agreement, expressed or implied, is intended or shall be construed to confer upon or give any <br />person or entity any right, remedy or claim under or by reason of this Agreement or any <br />provisions or conditions hereof, other than the parties hereto and their respective representatives, <br />5 <br />