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I . Developer shall include in all sub-contracts for sub -contractors the above insurance requirement or show them as insured under its policies or shall furnish separate certificates and endorsements for each sub-contractor. All coverages for sub -contractors shall be subject to all of the requirements stated herein . J . Up to $ 1 million, Developer hereby agrees to indemnify Indian River County and Representatives thereof from all claims arising solely from intentional , reckless or negligent acts, errors or omissions of the Developer or Developers ' Representatives in the performance of Services under this agreement and for which Developer is legally liable . 9 . Indian River Farms Water Control District Right-of-Way : Indian River Farms Water Control District ("District") is in possession of right-of-way which traverses Waterway Village , and which is more particularly described on Composite Exhibit "D" attached hereto and made a part hereof ("District Right-of- Way") . Developer and District have entered into an agreement ("Agreement") which provides that the District shall convey title to the District Right-of-Way to County, to be held in escrow, until County can comply with the terms of this paragraph. County hereby agrees to convey to Developer, by County deed, if appropriate , or by abandonment to Developer as the adjacent property owner, the District Right-of-Way, as part of the consideration for this Agreement . Developer shall be responsible for obtaining its own title insurance , and any costs associated with said conveyance , including surveys , documentary stamps, or recording fees . If County is unable to convey title to the District Right-of-Way to the Developer by September 8, 2006 , then Developer shall have the option to direct the Escrow Agent under the Agreement, to return the deed for the District Right-of-Way back to the District and return to Developer the Purchase Price held in escrow under the Agreement. The County ' s conveyance of the District Right-of-Way to the Developer shall be a release of any interest the County has in the District Right of Way . 10 . Attachment to Development Order : Upon approval and execution by Developer and County, this Agreement shall be attached as an exhibit to the Development Order, in accordance with the terms of the Development Order . 11 . Miscellaneous : A. In the event of any litigation arising out of this Agreement, the prevailing party shall recover attorneys ' fees and costs from the non-prevailing party . Be No amendment, modification, change , or alteration of this Agreement shall be valid or binding unless accomplished in writing and executed by all of the parties hereto . C . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors, and assigns . D . This Agreement contains the entire agreement and understanding between the parties . No representation, statement, recital , undertaking, or promise not specifically set forth Page 6 of 8