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• 40 the approved plans and specifications, the DEVELOPER shall convey all the off-site facilities together with an interest in land, as may be required by the COUNTY, to the COUNTY. The conveyance shall include any of the following documents as may be required by the COUNTY, in a form acceptable to the COUNTY: a) Bill of Sale b) Grants of Easements c) Maintenance Bond d) Record Drawings (hard copy and electronic format — AutoCAD rel. 14.0) 11. Entire Aezcement This Agreement embodies the entire agrcement between the parties relative to the subject matter hereof, and there is no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. 12 Governing Law & Jurisdiction: This Agreement shall be governed by the laws of the State of Florida and the laws of the United States pertaining to transactions in such state, and all actions arising out of this Agreement shall be brought in Indian River County, Florida, or, in the event of federal jurisdiction, the United States District Court for the Southern District of Florida. All of the parties to this Agreement have participated freely in the negotiation and preparation hereof. Accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 13. Insurance and Indemnification: The DEVELOPER shall ensure that, at least ten (10) days prior to the commencement of any work, the selected contractor and any subcontractor provides to the COUNTY a certificate of commercial general liability insurance with a reputable insurance company subject to approval by the COUNTY's risk manager in an amount not less than $3,000,000 combined single limit for bodily injury and property damage in accordance with the COUNTY's Administrative Policy Manual. The DEVELOPER shall ensure that, at least ten (10) days prior to the commencement of any work the selected contractor and any subcontractor provides to the COUNTY a certificate of business auto liability insurance with a reputable insurance company subject to approval by the COUNTY's risk manager in an amount not less than $3,000,000 per occurrence combined single limit for bodily injury and property damage in accordance with the COUNTY's Administrative Policy Manual. The professional and general liability and auto liability insurance policies shall name Indian River County, a political subdivision of the State of Florida, as an additional insured. In addition, the DEVELOPER shall ensure that, at least ten (10) days prior to the commencement of any work the selected contractor and any subcontractor provides to the COUNTY a certificate of worker's compensation insurance with a limit of $100,000 for each accident, $500,000 disease (policy limit) and $100,000 disease (each employee) in accordance with the COUNTY's Administrative Policy Manual. The DEVELOPER shall provide to the COUNTY at least thirty (30) days' written notice by registered mail, return receipt requested, addressed to the COUNTY's risk manager, prior to cancellation or modification of any required insurance. 14. Maintenance Bond: The DEVELOPER agrees to convey all right, title and interest in the aforementioned utility improvements to Indian River County, Florida, and provide a Maintenance Bond, subject to the COUNTY's approval, and drawn on a reputable financial institution located with fifty (50) miles of Vero Beach, Florida, for a period of one year after the COUNTY's acceptance of the improvements. The value of the Maintenance Bond shall be twenty-five percent (251/6) of the total construction value of the utility improvements. 15. Multiple Counterparts' This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute Page 4 of 6 �yplYp.'.i'�R�IXVR91n61fL�IlilfY�kNf1C�F}311169FCLECT9 � UIMY U4�01�1Y'i1f1H IQYf�fUR&Hl IUCYA[iMl.�. NMMl1URt. UklTl[Iftxt Tl�)SlllM Ntn' Ii.1W 6U�C