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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. B . 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 herein shall be binding on any party hereto . This Agreement shall not be effective unless signed by Developer and County. E . The obligations of the Developer to this Agreement are expressly conditioned upon the Developer's decision , at Developer' s sole discretion , to proceed with the Project . F . No certificate of completion or occupancy shall be withheld or delayed by the County for the Project (or any portion thereof) , nor shall the County delay or withhold the full use and occupancy of the Project or any required permit(s) or final plat(s) , due to the Canal Crossing at 43`d Avenue itself not being completed . G . Except for the aforementioned , the County shall not require Developer to construct , contribute to or share in the costs of any off-site improvements other than the payment of applicable impact fees . H . This Agreement and all matters arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida . Venue hereunder shall lie in Indian River County, Florida . I . This Agreement shall be deemed prepared jointly by each of the parties hereto and shall be construed on parity as between the parties . There shall be no canon of construction for or against any party by reason of the physical preparation of this Agreement . J . Whenever the singular number is used in this Agreement and when required by the context , the same shall include the plural ; and the masculine , feminine , and neuter genders shall each include the others . K . County and Developer shall grant such further assurances and provide such additional documents as may be reasonably required by one another from time to time , and cooperate fully with one another in order to cant' out the terms and conditions hereof and comply with the express intention of this Agreement .