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to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents,
<br /> representatives, officers, directors, officials and employees from and against claims, damages, losses and
<br /> expenses(including but not limited to, reasonable out-of-pocket attorneys' fees,arbitration costs,and costs
<br /> of appellate proceedings) relating to, arising out of or resulting from Owner's negligence relating to'this
<br /> Agreement and the Artwork. Subject to the terms,conditions and limitations of this Agreement, including,
<br /> but not limited to, Sections 4, 6 and 7 and 9 above, Owner's duty to defend, hold harmless and indemnify
<br /> the City, its agents, representatives, officers, directors, officials and employees shall arise in connection
<br /> with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or
<br /> injury to impairment, or destruction of tangible property including loss of use resulting therefrom', caused
<br /> by Owner's negligence relating to this Agreement and the Artwork.
<br /> Notwithstanding the foregoing,Owner's duty to indemnify the City under this Section 12 shall not
<br /> apply to the extent arising from the negligence ,or willful misconduct of the City or its agents,
<br /> representatives,officers, directors, officials,employees, contractors or consultants.
<br /> 13. PUBLIC RECORDS. This Agreement shall be subject to Florida's Public Records Laws, §119
<br /> Florida Statutes. Owner understands the broad nature of these laws and agrees to comply with Florida's
<br /> public records and laws relating to records retention.
<br /> 14. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall be
<br /> governed by and shall be construed in accordance with the laws of the State of Florida. The location of any
<br /> legal action or proceeding commenced under or pursuant to this Agreement shall be in Miami-Dade County,
<br /> Florida. Each party shall be responsible for its own attorneys' fees and costs incurred as a result of any
<br /> action or proceeding under this Agreement. The parties agree to waive any right to a trial by jury of any
<br /> civil litigation related to this Agreement. Nothing in this Agreement is intended to serve as a waiver of
<br /> sovereign immunity,or of any other immunity,defense,or privilege enjoyed by the City pursuant to Section
<br /> 768.28,Florida Statutes.
<br /> 15. MISCELLANEOUS.
<br /> A. In the event any provision of this Agreement is found to be void and unenforceable by a
<br /> court of competent jurisdiction, the remaining provisions of this Agreement shall nevertheless be binding
<br /> upon the parties with the same effect as though the void or unenforceable provisions had been severed and
<br /> deleted.
<br /> B. This Agreement may be executed in multiple identical counterparts,each of which shall be
<br /> deemed an original for all purposes.
<br /> C. No waiver of any provision of this Agreement shall be valid or enforceable unless such
<br /> waiver is in writing and signed by the party granting such waiver.
<br /> D. Each individual executing this Agreement on behalf of a party hereto hereby represents
<br /> and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary
<br /> and appropriate action to execute this Agreement on behalf of such party and does so with full legal
<br /> authority to bind their respective party to this Agreement.
<br /> E. This Agreement contains the entire agreement of the parties,and may be amended,waived,
<br /> changed, modified, extended or rescinded only by in writing signed by the party against whom any such
<br /> amendment, waiver,change, modification, extension and/or rescission is sought.
<br /> Public Art Donation Agreement 4 .
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