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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, Florida, or, in the event of federal jurisdiction, the
<br />United States District Court for the Southern District of Florida. All of the parties to this
<br />Agreement have participated freely in the negotiation and preparation hereof. Accordingly, this
<br />Agreement shall not be more strictly construed against any one of the parties hereto.
<br />12. Indemnification:
<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 shall 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 work contemplated by this agreement. DEVELOPER shall not make 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 place 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 />backflow, and/or seepage caused from the failure of any installation, natural causes, or from
<br />any other cause of whatsoever kind or nature. It is the intention of this indemnification
<br />agreement on the part of DEVELOPER, and a condition of this agreement, that it shall be full
<br />and total indemnity against any kind or character of claim whatsoever that may be asserted
<br />against the COUNTY. DEVELOPER hereby agrees to defend any and all suits, claims, and causes
<br />of action brought against the COUNTY arising out of or in connection with any work
<br />contemplated by this agreement, and DEVELOPER agrees to pay any judgment or judgments,
<br />including attorney fees, that may be rendered against the COUNTY or against the COUNTY'S
<br />officers, employees or agents in connection therewith.
<br />13. Maintenance Security:
<br />The DEVELOPER agrees to convey all right, title and interest in the aforementioned utility
<br />improvements to Indian River County, Florida, and provide security as set forth herein, subject
<br />to the COUNTY'S approval, for a period of one (1) year after the COUNTY'S acceptance of the
<br />improvements, plus an additional three (3) months, for an aggregate of fifteen (15) months.
<br />The maintenance security may only be in one of the following forms: (a) cash, whereupon the
<br />COUNTY and the Developer shall enter into the COUNTY'S standard Cash Escrow Deposit
<br />Agreement; or (b) Letter of Credit, in the County's standard form, drawn and payable by a
<br />financial institution located within Florida. The value of the maintenance security shall be
<br />twenty-five percent (25°x) of the total construction value of the utility improvements as
<br />certified by the Developers licensed engineer and approved in writing by the County.
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<br />C\USMiS1(iCMSEL'W'IlWtAU,OCALIMICROSOV 11 W 1NW WSUNK I CACIII;\CON IENf.OU'FL WK\13LXD807G\I)EV AGI(E :MEN 111A WKSWS 1- DIUFT-1.31.2023.DM
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