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and running with the Association Property, and shall be appurtenant to, for the benefit of, and running with the County Property. 9 . Not Assignable. This Agreement may not be assigned, and any purported assignment of this Agreement or any interest therein shall be void and of no force and effect. 10 . Miscellaneous. 10. 1 Term. The term of this Agreement shall be perpetual and shall only be terminated by County, its successors and/or assigns, by written instrument recorded in the Public Records of Indian River County, Florida. 10 . 2 Time of the Essence . Time is of the essence in the performance of all obligations under this Agreement. 10 . 3 Controlling Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Venue shall be in Indian River County for all state court matters, and in the Southern District of Florida for all federal court matters . 10 .4 Conveyance in Lieu of Eminent Domain. It is understood by the Parties that this Agreement is entered into by Association under the threat of, and in lieu of, a condemnation lawsuit that, but for this Agreement, would be brought by the County to acquire the Property. 10 . 5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to this transaction and supersedes all prior agreements, written or oral, between the Association and the County relating to the subject matter hereof. Any modification or amendment to this Agreement shall be effective only if in writing and executed by each of the Parties . 10 . 6 Assignment and Binding Effect. Neither County nor Association may assign its rights and obligations under this Agreement without the prior written consent of the other Party . The terms hereof shall be binding upon and shall inure to the benefit of the Parties hereto and their successors and assigns . 10 . 7 Notices. Any notice shall be deemed duly served if personally served or if mailed by certified mail, return receipt requested, or if sent via "overnight" courier service or facsimile transmission, as follows : If to Association : Vista Plantation Association, Inc. 49 Plantation Drive Vero Beach, FL 32966 If to County : Indian River County 1801 27th Street Vero Beach, FL 32960 WPB:334639 : 1 20