Reso 2016-2573 - Laserfiche WebLink

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d. This AGREEMENT shall not be transferred or assigned, in whole or in part, without the prior written consent of the DEPARTMENT. e . This AGREEMENT shall be governed by and constructed in accordance with the laws of the State of Florida . Any provisions of this AGREEMENT found to be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining portions of the AGREEMENT. f. Venue for any and all actions arising out of or in connection to the interpretation, validity, performance or breach of this AGREEMENT shall lie exclusively in a state court of proper jurisdiction in Leon County, Florida . g. A modification or waiver of any of the provisions of this AGREEMENT shall be effective only if made in writing and executed with the same formality as this AGREEMENT. i . The section headings contained in this AGREEMENT are for reference purposes only and shall not affect the meaning or interpretation hereof. j . No term or provision of this AGREEMENT shall be interpreted for or against either Party because the Party or its legal representative drafted the provision. k. The DEPARTMENT is a state agency, self-insured and subject to the provisions of Section 768 . 28, Florida Statutes, as may be amended from time to time. Nothing in this AGREEMENT shall be deemed or otherwise interpreted as waiving the DEPARTMENT' s sovereign immunity protections, or as increasing the limits of liability as set forth in Section 768 . 28, Florida Statutes . 9 . INDEMNIFICATION Subject to Section 768 . 28, Florida Statutes, as may be amended from time to time, the CITY shall promptly indemnify, defend, save and hold harmless the DEPARTMENT, its officers, agents, representatives and employees from any and all losses, expenses, fines, fees, taxes, assessments, penalties, costs, Maintenance Memorandum of Agreement between Florida Department of Transportation and City of Sunny Isles Beach Page 10 of 15