|
City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of
<br />creditors.
<br />9. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
<br />this Agreement or any time for a period of ten (10) years subsequent to the expiration or
<br />termination of this Agreement disclose to any person or entity, other than in the discharge of the
<br />duties of the Contractor under this Agreement, any information which the City designates in
<br />writing as "confidential." As a violation by the Contractor of the provisions of this Section could
<br />cause irreparable injury to the City and there is no adequate remedy at law for such violation, the
<br />City shall have the right, in addition to any other remedies available to it at law or in equity, to
<br />enjoin the Contractor from violating such provisions.
<br />10. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives,
<br />officers, directors, officials and employees from any claims, liabilities, damages, losses and costs,
<br />including, but not limited to, reasonable attorney fees to the extent cause, in whole or in part, by
<br />the professional negligence, error or omission of the Contractor or persons employed or utilized
<br />by the Contractor in performance of Services under this Agreement. Contractor shall at all times
<br />hereafter indemnify, hold harmless and, at the City's option, defend or pay for an attorney selected
<br />by the City to defend City, its agents, representatives, officers, directors, officials and employees
<br />from and against any and all causes of action, demands, claims, losses, liabilities and expenditures
<br />of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by
<br />the intentional or negligent act of, or omission of Contractor, including those of their employees,
<br />agents, servants, or officers, or accruing, resulting from, or directly related to the subject matter of
<br />this Agreement including, without limitation, any and all claims, losses, liabilities, expenditures,
<br />demands or causes of action of any nature whatsoever resulting from injuries or damages sustained
<br />by any person or property. In the event any lawsuit or other proceeding is brought against City by
<br />reason of any such claim, cause of action or demand, Contractor shall, upon written notice from
<br />City, resist and defend such lawsuit or proceeding by counsel satisfactory to City.
<br />The provisions and obligations of this section shall survive the expiration or earlier termination of
<br />this Agreement. To the extent considered necessary by City, any sum due Contractor under this
<br />Agreement may be retained by City until all of City's claims for indemnification pursuant to this
<br />Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject
<br />to payment of interest by City.
<br />11. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall
<br />be interpreted and construed in accordance with and governed by the laws of the State of Florida.
<br />All Parties agree and accept that jurisdiction of any dispute or controversy arising out of this
<br />Agreement, and any action involving the enforcement or interpretation of any rights hereunder
<br />shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County,
<br />Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state
<br />courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or
<br />other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to
<br />enforce any term or provision under this Agreement and the City is the prevailing party then the
<br />City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY
<br />ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HER, EXPRESSLY
<br />WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
<br />EDMUNDS GOVTECH, INC. 5
<br />
|