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extent permitted by law, Indian River County hereby agrees to indemnify Developer from: (i) all claims arising solely from intentional, reckless or grossly negligent acts, errors or omissions of Indian River County or its representatives in the performance of services under this Agreement for which Indian River County is responsible for performing; and (ii) all claims whatsoever arising in connection with the Roadway Improvements or right-of-way (as set forth in Section 8 of this Agreement) that arise after the conveyance of said right-of-way to Indian River County. 10. Miscellaneous: A. In the event of any litigation or appeal arising out of this Agreement, the prevailing party shall be entitled to recover attorney' s fees and costs from the non-prevailing party. B . No amendment, modification, change, or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto. C. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. D . This Agreement contains the entire agreement and understanding between the parties. No representation, statement, recital, undertaking or promise not specifically set forth herein shall be binding on any party hereto. This Agreement shall not be effective unless signed by Developer and County. E. The obligations ofthe Developer to this Agreement are expressly conditioned upon the Developer's decision, at Developer' s sole discretion, to proceed with this Project or with the Landings, a project to be located north of 53rd Street, east of Highway U. S . 1 : If either project proceeds, Developer will fulfill its obligations under this Agreement. F. No Building Permit, Certificate of Completion, or Certificate of Occupancy shall be withheld or delayed by the County for Harbor Point or any portion thereof, nor shall the County delay or withhold any other required permits, due to the County 's failure to perform any obligation described herein, provided that the Developer is in compliance with this Agreement, all other elements of the site plan approval for Harbor Point and applicable laws and regulations. G. Except as described herein and in the site plan approval for Harbor Point, the County shall not require Developer to construct, contribute to, or share in the costs of any additional off-site improvements, other than the payment of or credits toward applicable impact fees. H. This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Venue hereunder shall lie in Indian 6