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This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and
<br /> there is no oral or written agreements between the parties , nor any representations made by either party
<br /> 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 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 for the
<br /> Southern District of Florida . All of the parties to this Agreement have participated freely in the negotiation
<br /> and preparation hereof. Accordingly, this Agreement shall not be more strictly construed against any one of
<br /> the parties hereto.
<br /> 13 . 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 and any subcontractor provides to the COUNTY a certificate of commercial general
<br /> liability insurance with a reputable insurance company subject to approval by the COUNTY' s risk manager
<br /> in an amount not less than $ 3 , 000, 000 combined single limit for bodily injury and property damage in
<br /> accordance with the COUNTY ' s Administrative Policy Manual. The DEVELOPER shall ensure that, at
<br /> least ten ( 10) days prior to the commencement of any work the selected contractor and any subcontractor
<br /> provides to the COUNTY a certificate of business auto liability insurance with a reputable insurance
<br /> company subject to approval by the COUNTY' s risk manager in an amount not less than $3 ,000,000 per
<br /> occurrence combined single limit for bodily injury and property damage in accordance with the COUNTY' s
<br /> Administrative Policy Manual . The commercial general liability and auto liability insurance policies shall
<br /> name Indian River County, a political subdivision of the State of Florida, as an additional insured. In
<br /> addition, the DEVELOPER shall ensure that, at least ten ( 10) days prior to the commencement of any work
<br /> the selected contractor and any subcontractor provides to the COUNTY a certificate of worker' s
<br /> compensation insurance with a limit of $ 100,000 for each accident, $500,000 disease (policy limit) and
<br /> $ 100,000 disease (each employee) in accordance with the COUNTY' s Administrative Policy Manual . The
<br /> DEVELOPER shall provide to the COUNTY at least thirty (30) days ' written notice by registered mail,
<br /> return receipt requested, addressed to the COUNTY' s risk manager, prior to cancellation or modification of
<br /> any 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, judgments,
<br /> and expense to persons or property that may arise out of, or be occasioned by, any work contemplated by this
<br /> agreement, or from any act or omission of any representative, agent, client, and/or employee
<br /> of
<br /> DEVELOPER, and DEVELOPER shall indemnify the COUNTY against any such claims and any judgments
<br /> that may be entered in connection therewith, including attorney fees . DEVELOPER shall indemnify the
<br /> COUNTY against any claim for damage that any utility, whether publicly or privately owned, may sustain or
<br /> receive in 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 by reason of
<br /> the installation, construction, reconstruction, operation, and/or maintenance of any public improvement, or
<br /> utility, whether presently in place or which may in the future be constructed or installed, including but not
<br /> limited to, any water and/or sanitary sewer mains and/or storm sewer facilities, and whether such damage is
<br /> due to flooding, infiltration, backflow, and/or seepage caused from the failure of any installation, natural
<br /> causes , or from 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 and total
<br /> indemnity against any kind or character of claim whatsoever that may be asserted against the COUNTY.
<br /> DEVELOPER hereby agrees to defend any and all suits, claims , and causes of action brought against the
<br /> COUNTY arising out of or in connection with any work contemplated by this agreement, and DEVELOPER
<br /> agrees to pay any judgment or judgments, including attorney fees, that may be rendered against the COUNTY
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