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12 . Entire Agreement :
<br /> This Agreement embodies the entire agreement between the parties relative to the subject matter hereof,
<br /> and there is no oral or written agreements between the parties , nor any representations made by either
<br /> party relative to the subject matter hereof, which are not expressly set forth herein .
<br /> 13 . Governing Law & Jurisdiction :
<br /> This Agreement shall be governed by the laws of the State of Florida and the laws of the United States
<br /> pertaining to transactions in such state , and all actions arising out of this Agreement shall be brought in
<br /> Indian River COUNTY , Florida, or, in the event of federal jurisdiction , the United States District Court
<br /> for the Southern District of Florida. All of the parties to this Agreement have participated freely in the
<br /> negotiation and preparation hereof. Accordingly , this Agreement shall not be more strictly construed
<br /> against any one of the parties hereto .
<br /> 14 . Insurance and Indemnification :
<br /> The DEVELOPER shall ensure that, at least ten ( 10) days prior to the commencement of any work, the
<br /> selected contractor shall provide to the COUNTY a certificate of commercial general liability insurance
<br /> with a reputable insurance company subject to approval by the COUNTY ' s risk manager in an amount
<br /> not less than $ 2 , 000 ,000 aggregate and $ 1 ,000 ,000 . 00 per occurrence in accordance with the COUNTY ' s
<br /> Administrative Policy Manual . The DEVELOPER shall ensure that, at least ten ( 10) days prior to the
<br /> commencement of any work the selected contractor and any subcontractor provides to the COUNTY a
<br /> certificate of business auto liability insurance with a reputable insurance company subject to approval by
<br /> the COUNTY ' s risk manager in an amount not less than $ 500 , 000 per occurrence combined single limit
<br /> for bodily injury and property damage in accordance with the COUNTY ' s Administrative Policy Manual .
<br /> The commercial general liability and auto liability insurance policies shall name Indian River COUNTY,
<br /> a political subdivision of the State of Florida, as an additional insured . In addition , the DEVELOPER
<br /> shall ensure that, at least ten ( 10) days prior to the commencement of any work the selected contractor
<br /> and any subcontractor provides to the COUNTY a certificate of worker ' s compensation insurance with a
<br /> limit of $ 100 , 000 for each accident, $ 500 , 000 disease (policy limit) and $ 100 , 000 disease (each
<br /> employee) in accordance with the COUNTY ' s Administrative Policy Manual . The DEVELOPER shall
<br /> provide to the COUNTY at least thirty (30) days ' written notice by registered mail , return receipt
<br /> requested , addressed to the COUNTY ' s risk manager, prior to cancellation or modification of any
<br /> 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 claims ,
<br /> judgments , and expense to persons or property that may arise out of, or be occasioned by, any work
<br /> contemplated by this agreement, or from any act or omission of any representative , agent, client, and/or
<br /> employee of DEVELOPER, and DEVELOPER shall indemnify the COUNTY against any such claims
<br /> and any judgments that may be entered in connection therewith, including attorney fees . DEVELOPER
<br /> shall indemnify the COUNTY against any claim for damage that any utility, whether publicly or privately
<br /> owned , may sustain or receive in connection with any work contemplated by this agreement .
<br /> DEVELOPER shall not make any claim of any kind or character whatsoever against the COUNTY for
<br /> damages that it may suffer by reason of the installation , construction, reconstruction , operation , and/or
<br /> maintenance of any public improvement, or utility , whether presently in place or which may in the future
<br /> be constructed or installed, including but not limited to, any water and/or sanitary sewer mains and/or
<br /> storm sewer facilities , and whether such damage is due to flooding, infiltration , backflow , and/or seepage
<br /> caused from the failure of any installation , natural causes , or from any other cause of whatsoever kind or
<br /> nature. It is the intention of this indemnification agreement on the part of DEVELOPER, and a condition
<br /> of this agreement, that it shall be full and total indemnity against any kind or character of claim
<br /> whatsoever that may be asserted against the COUNTY . DEVELOPER hereby agrees to defend any and
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