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to abutting property. The location or relocation of all such facilities shall be made under
<br />the supervision and with the approval of such representatives as the governing body of
<br />INDIAN RIVER SHORES may designate for the purpose, but not so as unreasonably to
<br />interfere with the proper construction, maintenance, repair, or operation of the reclaimed
<br />water utility systems by COUNTY. When any portion of a street is excavated by COUNTY
<br />in the location or relocation of any utility facilities, the portion of the street so excavated
<br />shall, within a reasonable time and as early as practicable after such excavation, be
<br />replaced by COUNTY at its expense, and in as good condition as it was at the time of
<br />such excavation. Provided, however, that nothing herein contained shall be construed to
<br />make INDIAN RIVER SHORES liable to COUNTY for any cost or expense in connection
<br />with the construction, reconstruction, repair or relocation of the utility facilities in streets,
<br />highways, or other public places made necessary by the widening, grading, paving or
<br />otherwise improving by INDIAN RIVER SHORES of any of the present or future streets,
<br />avenues, alleys, bridges, highways, easements, or other public places used or occupied
<br />by COUNTY, except, however, COUNTY shall be entitled to reimbursement of its costs
<br />as may be provided by law.
<br />Section 16. Liabilitv and Indemnification. INDIAN RIVER SHORES shall in no way be
<br />liable or responsible for any accident or damage that may occur in the construction,
<br />installation, maintenance, or operation by COUNTY of the reclaimed water facilities
<br />hereunder, and the acceptance approval of this Franchise Agreement by COUNTY shall
<br />be deemed an agreement on the part of COUNTY to indemnify and hold INDIAN RIVER
<br />SHORES harmless against any and all liability, loss, cost, damage, or expense which
<br />may accrue to INDIAN RIVER SHORES by reason of the negligence or misconduct of
<br />COUNTY in its performance of such construction, installation, maintenance, repair, or
<br />operation of the reclaimed water systems pursuant to this Franchise Agreement (but
<br />excluding to the extent any such claim is based on the negligence of INDIAN RIVER
<br />SHORES), including but not limited to attorneys' fees, experts' fees, and costs incurred
<br />for defending any and all such claims or suits against INDIAN RIVER SHORES, through
<br />trial and all appellate proceedings and proceedings for determination of entitlement to
<br />and amount of such fees and costs. Such indemnification obligation of COUNTY shall
<br />survive expiration or termination of this Agreement for any covered claim accruing prior
<br />to such expiration or termination. However, such obligation to indemnify INDIAN RIVER
<br />SHORES shall be subject to the limitations set forth in section 768.28, Florida Statutes,
<br />as may be applicable.
<br />Section 17. Assignment. COUNTY may assign this Franchise Agreement and the
<br />Franchise, provided that such assignee assumes all the obligations of COUNTY
<br />hereunder and such assignment is approved by INDIAN RIVER SHORES, whose
<br />approval shall not be unreasonably withheld.
<br />Section. 18. Time of the Essence. Time is of the essence in the performance of each
<br />and every provision of this Franchise Agreement.
<br />Section 19. Acts of God. Provisions herein to the contrary notwithstanding, COUNTY
<br />shall not be liable for the non-performance or delay in performance of any of its obligations
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