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L. Miscellaneous: <br />1. <br />In the event of any <br />litigation <br />Arising <br />out of this Agreenment, each party <br />shall pay its own <br />attorneys' fees and costs. <br />2. No amendment, modification, change, or alteration of this. Agreement <br />shall be valid or binding unless accomplished in writing and executed by all of the parties hereto. <br />3. This Agreement shall be binding upon and inure to the benefit of the <br />panties hereto and their successors find assigns. <br />4. This Agreement contains the eutire agreement and understanding between <br />the. parties. No representation, statement, recital, undertaking or promise not specifically set <br />forth herein shall be binding on any party Hereto. This Agreement shall not be effective unless <br />signed by Developer and. County. <br />5. The obligations of the Developer to this Agreement are expressly <br />conditioned upon the Developer's decision, at Developer's sole discretion, to proceed with the <br />Project, <br />G. No Building Permit, Certificate of Completion, or Certificate of <br />Occupancy shall be withheld oi delayed by the County for Heritage Reserve or any portion <br />thereof, nor shall the County delay or withhold any other required permits, due to the County's <br />failure to perform any obligation described herein, provided that the Developer is in compliance <br />with tlus Agreement, all other elements of the Development Order and applicable laws end <br />regulations. <br />7. Bxcept as described herein and in the Development Order, the County <br />shall not require Developer to construct, contribute to, or share in the costs of any additional off- <br />site. improvements, other than the payment of or credits toward applicable -impact fees. <br />8. This Agreement find all matters arising hereunder shall be governed by <br />and construed in accordance with the laws of the State :of Florida; Venue hereunder shall lie in <br />Indian River County, Florida. Time shall be of the essence. <br />9, This Agreement shall be deemed prepared jointly by each of the parties <br />hereto and shall be construed on parity as between the parties. There shall be no canon of <br />construction for or against any party by reason of the physical preparation of this Agreement. <br />10. Whenever. the singular number is used in this Agreement and when <br />required by the context, the same shall include the plural; and the masculine, feminine, and <br />neuter genders shall each include the others. <br />