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nature . It is the intention of this indemnification agreement on the part of DEVELOPER, and a condition of this agreement, that it shall be full and total indemnity against any kind or character of claim whatsoever that may be asserted against the COUNTY . DEVELOPER hereby agrees to defend any and all suits , claims, and causes of action brought against the COUNTY arising out of or in connection with any work contemplated by this agreement, and DEVELOPER agrees to pay any judgment or judgments , including attorney fees , that may be rendered against the COUNTY or against the COUNTY ' s officers, employees or agents in connection therewith. 14 . Letter of Credit : The DEVELOPER acknowledges and agrees that time is of the essence in the performance of this Agreement and that other developments are dependent on the timely completion of the off-site improvements described in this Agreement. . Therefore, it is a condition of this Agreement the DEVELOPER agrees to furnish to INDIAN RIVER COUNTY an Irrevocable Letter of Credit, drawn on a reputable financial institution located within 200 miles of Vero Beach, Florida, in the amount of 100 percent of the total amount of the offsite utility bid, subject to COUNTY ' s approval, as security for the faithful and timely performance of all of the Developer ' s obligations under this Agreement. The expiration date of the letter of credit shall be upon completion of project and acceptance by the COUNTY, not to exceed two years from the date of issuance . The DEVELOPER and COUNTY agree that construction of the utilities described in this Agreement must be complete within six months of the Notice to Proceed, as issued by the COUNTY. If said construction is not complete within six months from the Notice to Proceed date , as established by the COUNTY, then the COUNTY shall draw upon the irrevocable letter of credit. 15 . Maintenance Bond : The DEVELOPER agrees to convey all right, title , and interest in the aforementioned utility improvements to INDIAN RIVER COUNTY and provide a Maintenance Bond, subject to the COUNTY's approval, issued by a reputable surety company authorized to do business in the State of Florida, for a period of one year after the COUNTY 's acceptance of the improvements . The value of the Maintenance Bond shall be 25 percent of the total construction value of the utility improvements . At the COUNTY's sole discretion, the COUNTY may accept a Letter of Credit, drawn on a reputable financial institution located within 200 miles of Vero Beach, Florida, in lieu of a surety bond. 16 . Multiple Counterparts : This Agreement may be executed in a number of identical counterparts which, taken together, shall constitute collectively one ( 1 ) Agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party to be charged. 17 . Permits : The DEVELOPER shall be responsible for obtaining all construction and operating permits required for the construction, delivery, use and monitoring of the water distributed to and wastewater collected from the subject property. If, through no fault of the parties involved, any federal, state or local government or agency (excluding the COUNTY) fails to issue necessary permits, or fails to grant necessary approvals, or requires a material change in the system, then to the extent necessary and if possible , the parties agree to negotiate an amendment to the Agreement to reflect the change in condition. If the COUNTY determines that it is impossible or impracticable to perform under the terms of this Agreement because of the above , then this Agreement shall terminate and the parties shall have no further obligations to each other. The DEVELOPER shall comply with reasonable request by the COUNTY concerning on-site operations and maintenance including but not limited to all FDEP regulations relating to bacteriological and hydrostatic testing, cross connection control, monitoring, color-coding of water and wastewater equipment. H:TALCON TRACE MITY AGREEMENT REVISED V9.DOC . 6 -