Reso 2022-3432 - Laserfiche WebLink

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12. Conflict between Terms of Permit or Franchise Agreement. In the event of a conflict between the terms of this Agreement and any permit or franchise agreement entered into by CITY and BREEZELIKE, the terms of this Agreement shall control. 13. Indemnification. Each party to this Agreement (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other party, including its directors, officers, employees, and agents (collectively, the "Indemnified Parties"), from and against any and all losses, claims, liabilities, judgments, damages, causes of action, penalties, charges, expenses and costs of whatever kind and nature, including attorney fees and legal costs, for death or injury of any person and for loss or damage to any property, occurring or claimed to occur as a result of the negligence or more culpable act or omission of the Indemnifying Party (including any reckless or willful misconduct) in performing its obligations under this Agreement, or the failure of the Indemnifying Party to perform its obligations under this Agreement. Nothing in this Agreement shall be deemed or otherwise interpreted as waiving the CITY's sovereign immunity protections, or as increasing the limits of liability set forth in Chapter 768, Florida Statutes. 14. Miscellaneous. A. In the event any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the void or unenforceable provisions had been severed and deleted. B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the party granting such waiver. F. If either Party breaches any material provision in this agreement, then the other Party may terminate this agreement by written notice to the breaching Party; provided that, prior to any such notice of termination, the other Party provides written notice of the breach to the Breaching Party, and the breaching Party fails to cure the breach within thirty (30) days from receipt of the notice of the breach. The time to cure shall be extended for a reasonable time to allow for the cure if the breach cannot be cured within the thirty (30) calendar days and if the breaching Party continues expeditiously to cure. G. Provided the CITY terminates this Agreement early, for any reason, the CITY shall reimburse BREEZELINE for its cost and expense relative to its performance herein. Provided BREEZELINE has completed partial Conversion of the Underground Facilities, BREEZELINE shall maintain title and ownership of such partially converted Underground Facilities in accordance with this agreement. H. Any information provided by BREEZELIKE, its agents or employees that the project will Page 4 of 6