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A . In the event of any litigation arising out of this Agreement, each party shall pay its own attorneys ' fees and costs . 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 of the Developer to this Agreement are expressly conditioned upon the Developer' s decision, at Developer' s sole discretion, to proceed with the Project . F . No Building Pennit, Certificate of Completion, or Certificate of Occupancy shall be withheld or delayed by the County for Indian River Estates or airy 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 the Project and applicable laws and regulations . G . Except as described herein and in the site plan approval for the Project , 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 River County, Florida. Time shall be of the essence . 1 . This Agreement shall be deemed prepared jointly by each of the parties hereto and shall be construed on parity as between the parties . There shall be no canon of construction for or against any party by reason of the physical preparation of this Agreement . J . Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural ; and the masculine, feminine, and neuter genders shall each include the others . K. County and Developer shall grant such further assurances and provide such additional documents as maybe reasonably required by one another from time to time, and cooperate fully with one another in order to carry out the terns and conditions hereof and comply with the express intention of this Agreement. 5 J :\Bruce\clienls\ACTS\Developer's Agreement - I . R.C. clean 6 . 15.09 .doc