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After the COUNTY ' S final inspection of the off-site water and wastewater facilities for conformance
<br /> with the approved plans and specifications, the SDIRC shall convey all the off-site facilities together
<br /> with an interest in land, as may be required by the COUNTY, to the COUNTY. The conveyance
<br /> shall include any of the following documents as may be required by the COUNTY, in a form
<br /> acceptable to the COUNTY:
<br /> a) Bill of Sale
<br /> b) Grants of Easements
<br /> c) Maintenance Bond
<br /> d) Record Drawings (hard copy and electronic fort — AutoCAD rel . 14 . 0)
<br /> 11 . Entire Agreement
<br /> This Agreement embodies the entire agreement between the parties relative to the subject matter
<br /> hereof, and there is no oral or written agreements between the parties , nor any representations made
<br /> by either party relative to the subject matter hereof, which are not expressly set forth herein .
<br /> 12 . Governing Law & Jurisdiction :
<br /> 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 shall be
<br /> brought in Indian River County, Florida, or, in the event of federal jurisdiction, the United States
<br /> District Court for the Southern District of Florida . All of the parties to this Agreement have
<br /> participated freely in the negotiation and preparation hereof. Accordingly, this Agreement shall not be
<br /> more strictly construed against any one of the parties hereto .
<br /> 13 . Insurance and Indemnification :
<br /> The SDIRC shall ensure that, at least ten ( 10) days prior to the commencement of any work, the
<br /> selected contractor and any subcontractor provides to the COUNTY a certificate of commercial
<br /> general liability insurance with a reputable insurance company subject to approval by the COUNTY ' s
<br /> risk manager in an amount not less than $ 3 ,000 ,000 combined single limit for bodily injury and
<br /> property damage in accordance with the COUNTY ' s Administrative Policy Manual . The SDIRC
<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 business auto liability insurance with
<br /> a reputable insurance company subject to approval by the COUNTY ' s risk manager in an amount not
<br /> less than $ 3 ,000 , 000 per occurrence combined single limit for bodily injury and property damage in
<br /> accordance with the COUNTY ' s Administrative Policy Manual . The commercial general liability
<br /> and auto liability insurance policies shall name Indian River County, a political subdivision of the
<br /> State of Florida, as an additional insured. In addition, the SDIRC shall ensure that, at least ten ( 10)
<br /> days prior to the commencement of any work the selected contractor and any subcontractor provides
<br /> to the COUNTY a certificate of worker ' s compensation insurance with a limit of $ 100 , 000 for each
<br /> accident, $500 , 000 disease (policy limit) and $ 100 ,000 disease (each employee) in accordance with
<br /> the COUNTY ' s Administrative Policy Manual . The SDIRC shall provide to the COUNTY at least
<br /> thirty (30) days ' written notice by registered mail , return receipt requested, addressed to
<br />the
<br /> COUNTY ' s risk manager, prior to cancellation or modification of any required insurance .
<br /> Solely to the extent permitted by Florida law, and in no event greater than the limits set forth in F . S .
<br /> section 768 . 28 , SDIRC hereby releases and holds harmless the COUNTY, and the COUNTY's
<br /> officers, 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 by, any
<br /> work contemplated by this agreement, or from any act or omission or any representative, agent, or
<br /> client, and/or employee of SDIRC , and SDIRC shall indemnify the COUNTY against any such
<br /> claims and any judgments that may be entered in connection therewith, including attorney fees .
<br /> SDIRC shall indemnify the COUNTY against any claim for damage that any utility, whether publicly
<br /> or privately owned, may sustain or receive in connection with any work contemplated by this
<br /> agreement. SDIRC shall not make any claim of any kind or character whatsoever against the
<br /> COUNTY for damages that it may suffer by reason of the installation, construction, reconstruction,
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