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11. Governing Law & Jurisdiction:
<br />This Agreement shall be governed by the laws of the State of Florida and the laws of the United
<br />States pertaining to transactions in such state, and all actions arising out of this Agreement
<br />shall be brought in Indian River County, Honda, or, in the event of federal jurisdiction, the
<br />United States District Court for the Southern District of Florida. Al! of the parties to this
<br />Agreement have participated freely in the negotiation and preparation hereof. Accordingly,
<br />this Agreement shall not be more strictly construed against any one of the parties hereto.
<br />12. Insurance and Indemnification:
<br />The DEVELOPER shall ensure that, at least ten (10) days prior to the commencement of any
<br />work, the selected contractor and any subcontractor provides to the COUNTY a certificate of
<br />commercial general liability insurance with a reputable insurance company subject to approval
<br />by the COUNTY's risk manager in an amount not less than $3,000,000 combined single limit for
<br />bodily injury and pnopertydamoage in accordance with the COUNTY'S Administrative Policy
<br />Manual. The DEVELOPER shall ensure that, at least ten (10) business days prior to the
<br />commencement of any work the selected contractor and any subcontractor provides to the
<br />COUNTY a certificate of business auto liability insurance with a reputable insurance company
<br />subject to approval by the COUNTY'S risk manager in an amount not less than $3,000,000 per
<br />occurrence combined single limit for bodily ijury and property damage in accordance with the
<br />COUNTY'S Administrative Policy Manual. The commercial general Ilability and auto Ilability
<br />insurance policies shall name Indian River County, a political subdivision of the State of Florida,
<br />as an additional insured. In addition, the DEVELOPER shall ensure that, at Ieast ten (10)
<br />business days prior to the commencement of any work the selected contractor and any
<br />subcontractor provides to the COUNTY a certificate of statutory workers' compensation
<br />insurance and employers' liability with a limit of $100,000 for each accident, $500,000 disease
<br />(policy limit) and $100,000 disease (each employee) in accordance with the COUNTY'S
<br />Administrative Policy Manual. The DEVELOPER shall provide to the COUNTY at Ieast thirty (30)
<br />days' written notice by registered mail, return receipt requested, addressed to the COUNTY'S
<br />risk manager, prior to cancellation or modification of any required insurance.
<br />The DEVELOPER hereby releases and holds harmless the COUNTY, and the COUNTY'S officers,
<br />employees and agents, from and against any and all claims for damages, costs, third party
<br />claims, judgments, and expense to persons or property that may arise out of, or be occasioned
<br />by, any work contemplated by this agreement, or from any act or omission of any
<br />representative, agent, client, and/or employee of DEVELOPER, and DEVELOPER shall indemnify
<br />the COUNTY against any such claims and any judgments that may be entered in connection
<br />therewith, including attorney fees. DEVELOPER shaU indemnify the COUNTY against any claim
<br />for damage that any utility, whether publicly or privately owned, may sustain or receive in
<br />connection with any wonk contempated by this agreement. DEVELOPER shaU not rnake any
<br />claim of any kind or character whatsoever against the COUNTY for damages that it may suffer
<br />by reason of the installation, construction, reconstruction, operation, and/or maintenance of
<br />any public improvement, or utility, whether presently in ptace or which may in the future be
<br />constructed or installed, including but not limited to, any water and/or sanitary sewer mains
<br />and/or storm sewer facilities, and whether such damage is due to flooding, infiltration,
<br />-Page 5 -
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