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4.8 Materiality and Waiver of Breach <br />City and Contractor agree that each requirement, duty, and obligation set forth in these <br />Contract Documents is substantial and important to the formation of this Contract and, <br />therefore, is a material term hereof. <br />City's failure to enforce any provision of this Contract shall not be deemed a waiver of such <br />provision or modification of this Contract. A waiver of any breach of a provision of this <br />'Contract shall not be deemed a waiver of any subsequent breach and shall not be <br />construed to be a modification of the terms of this Contract. <br />4.9 Severance <br />In the event a portion of this Contract is found by a court of competent jurisdiction to be <br />invalid, the remaining provisions shall continue to be effective unless City or Contractor <br />elects to terminate this Contract. An election to terminate this Contract based upon this <br />provision shall be made within seven (7) days after the finding by the court becomes final. <br />4.10 Applicable Law and Venue <br />This Contract shall be enforceable in Miami -Dade County, Florida, and if legal action is <br />necessary by either party with respect to the enforcement of any or all of the terms or <br />conditions herein exclusive venue for the enforcement of same shall lie in Miami -Dade <br />County, Florida. By entering into this Contract, Contractor and City hereby expressly <br />waive any rights either party may have to a trial by jury of any civil litigation related <br />to, or arising out of the Project. Contractor shall specifically bind all subcontractors <br />to the provisions of this Contract. <br />4.11 Amendments <br />No modification, amendment, or alteration in the terms or conditions contained herein shall <br />be effective unless contained in a written document prepared with the same or similar <br />formality as this Contract and executed by the City and Contractor. <br />4.12 Prior Agreements <br />This document incorporates and includes all prior negotiations, correspondence, <br />conversations, agreements, and understandings applicable to the matters contained <br />herein and the parties agree that there are no commitments, agreements or <br />understandings concerning the subject matter of this Contract that are not contained in <br />this document. Accordingly, the parties agree that no deviation from the terms hereof shall <br />be predicated upon any prior representations or agreements, whether oral or written. It is <br />further agreed that no modification, amendment or alteration in the terms or conditions <br />contained herein shall be effective unless set forth in writing in accordance with Section <br />6.11 above. <br />4.13 Indemnification <br />Contractor shall indemnify and hold harmless City, its officers, agents, directors, and <br />employees, from liabilities, damages, losses, and costs, including, but not limited to <br />reasonable attorney's fees, to the extent caused by the negligence, recklessness or <br />343 <br />