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This Agreement shall be governed by the laws ofthe State of Florida and the laws of the United
<br />States pertaining to transactions In h state, and all motions arising but of itis Agreement
<br />shall be br-mht In io+dian River County, Flores w, In the event of federal risdiction, the i
<br />United States District C&jrt for the Southern Dbtft. of Florida. All of the perties to th
<br />Agreement have participated freely in the negotiation .p�reparation hereof. Accordingly, this
<br />Agreement shall not be more strictly construed agalrli'my orte of the parties hereto.
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<br />12.Indemnific rt
<br />The DEVELOPER hervift rimes and holds harmless the OWNiry, and the CoWn W t em
<br />employees and a rts, from and against any and all clans for damages, costs, third party
<br />claims, judgment, and expense to persons or property that may arise outlot 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 ofDEVELOPER, andONM JPER shall indemnify
<br />the COUNTY against any such claims Ansi. any judgments at may be entered to connection
<br />therewith, Including attorney fees. DIAPER shall nde llfV- t+a-tVWTY against aftydairn
<br />for damage that any utility, whether publicly or privately -array sustain or receive in
<br />connection with any work contemplated by this agreement lEEOK-R, shall not make any
<br />claim of any kind orcharacterwhatsoever against the COUNTY for damages that it may staffer
<br />by reason of the installatiom am, truction, 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 indemnificaffain
<br />agreement on the part of DEVELOPER, and a condition aftbis agreement, that it shall be ftitl
<br />and total indemnity against any kind or character of clal .whatsoever that May be asserted
<br />against the COUNTY. DEVELOPER hereby agrees todefead:Any and all suits,,�claims, and causes
<br />of action brought against the COUNTY arising t;K .ole or to connecdon with any work
<br />contemplated by this agreement, and DEVELOPER Ogren top" W.WjudgmenterjUdgments,
<br />including attorney fees, that may be rendered againstlihatOUNTYor against the COUNTY'S
<br />officers, employees or agents in connection therewith:
<br />13. Maintenance Securltvs y
<br />The DEVELOPER agrees to convey all iWit, title and interest in the aforementioned utility
<br />bnprovementsto Indian River County, Florida, and provide security as setforth herein subject
<br />to the COUMTY'S approval, for a period of -(3,) after the COUNTY'S acceptant a sdthe
<br />Improvements, plus an additional three5) f
<br />( rntt�,'l�r an aggregate of fifteen � trt �
<br />The maintenance security may only be in oneof the following forms. (a) cash, whereupon the
<br />COUNTY and the Developer shall enter kft the COWITY'S standard Cash ft*, v. r Qeposit
<br />Agreement; or (b) Letter of Credit, In the County's standard form, drawn and payable by a
<br />financial institution located within:FkWa. The value of the maintenance security shall be
<br />twenty-five percent (25%) of the total construct1lon value of the utility improvements as c
<br />certified by Ow, Developer's licensed engineer and gpproved in writing byth, a County.
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