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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 tinder 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 finless 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.
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