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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<br />the purposes of set-off until such time as the exact amount of damages due the
<br />City from the Contractor is determined.
<br />B. Termination for Convenience of City. The City may, for its convenience and
<br />without cause terminate the Services then remaining to be performed at any time
<br />by giving Contractor ten (10) days written notice. The terms of Paragraph A(1) and
<br />A(2) above shall be applicable hereunder.
<br />C. Termination for Insolvency. The City also reserves the right to terminate the
<br />remaining Services to be performed in the event the Contractor is placed either in
<br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of
<br />creditors.
<br />10. 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 that date upon which this
<br />Agreement shall terminate for any reason whatsoever, disclose to any person or entity, other than
<br />in the discharge of the duties of the Contractor under this Agreement, any information which the
<br />City designates in writing as "confidential." As a violation by the Contractor of the provisions of
<br />this Section could cause irreparable injury to the City and there is no adequate remedy at law for
<br />such violation, the City shall have the right, in addition to any other remedies available to it at law
<br />or in equity, to enjoin the Contractor from violating such provisions.
<br />11. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, Contractor shall at all times hereafter indemnify, hold harmless, and at the City's option
<br />defend or pay for an attorney selected by the City to defend, City, its agents, representatives,
<br />officers, directors, officials and employees from and against any and all causes of action, demands,
<br />claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and
<br />expenses, caused or alleged to be caused by the intentional or negligent act of, or omission of
<br />Contractor, including those of their employees, agents, servants, or officers, or accruing, resulting
<br />from, or directly related to the subject matter of this Agreement including, without limitation, any
<br />and all claims, losses, liabilities, expenditures, demands or causes of action of any nature
<br />whatsoever resulting from injuries or damages sustained by any person or property. In the event
<br />any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action
<br />or demand, Contractor shall, upon written notice from City, resist and defend such lawsuit or
<br />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 />12. 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 />ACADEMY BUS, LLC 6
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