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I. The contract can be canceled by the City upon giving thirty (30) days written notice to the Contractor with no penalty to the City or Contractor.
<br />The Contractor shall fill all City requirements submitted to the Contractor until the termination date contained in the notice.
<br />2. The City requires the Contractor to continue to provide the items and services at the firm fixed (non -adjusted) cost until the termination of the
<br />contract term then in effect.
<br />3. If the Ciry, in its interest and in its sole opinion, determines that the Contractor in a capricious manner attempted to use this section of the contract
<br />to relieve Contractor of a legitimate obligation under the contract, and no unusual circumstances had occurred, the City reserves the right to take
<br />any and all action under law or equity. Such action shall include, but not be limited to, declaring the Contractor in default and disqualifying
<br />Contractor from receiving any business from the City for a stated period of time.
<br />If the City does agree to adjusted costs, these adjusted costs shall not be invoiced to the City until the Contractor receives notice in writing signed by a
<br />person authorized to bind the Ciry in such matters.
<br />5.16 ELIGIBILITY: If applicable, the Contractor must first register with the Florida Department of State in accordance with Florida Statutes, prior to
<br />entering into a contract with the City.
<br />5.17 PATENTS AND ROYALTIES: The Contractor, without exception, shall defend, indemnify, and hold harmless the City and the City's employees,
<br />officers. employees, volunteers, and agents from and against liability of any nature and kind, including cost and expenses for or on account of any
<br />copyrighted, patented or un -patented invention, process, or article manufactured or used in the performance of the contract, including their use by the City. If
<br />the Contractor uses any design, device, or materials covered by letters, patent or copyright, it is mutually agreed and understood without exception that the
<br />bid prices shall include arty and all royalties or costs arising from the use of such design, device, or materials in any way involved in the work.
<br />5.18 ASSIGNMENT: Contractor shall not transfer or assign the performance required by this ITB without the prior written consent of the City. Any award
<br />issued pursuant to this ITB, and the monies, which may become due hereunder, are not assignable except with the prior written approval of the City
<br />Commission or the City Manager or City Manager's designee, depending on original award approval.
<br />5.19 GOVERNING LAW; VENUE: The Contract shall be governed by and construed in accordance with the laws of the State of Florida. Venue for any
<br />lawsuit by either parry against the other party or otherwise arising out of the Contract, and for any other legal proceeding, shall be in the courts in and for
<br />Broward County, Florida, or in the event of federal jurisdiction, in the Southern District of Florida.
<br />5.20 PUBLIC RECORDS:
<br />IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
<br />OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S
<br />DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS
<br />CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT
<br />PRRCONTRACTnFORTLAUDERDALE.GOV, 954-828-5002, CITY CLERK'S
<br />OFFICE, 100 N. ANDREWS AVENUE, FORT LAUDERDALE, FLORIDA 33301.
<br />Contractor shall comply with public records laws, and Contractor shall:
<br />I. Keep and maintain public records required by the City to perform the service.
<br />2. Upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected
<br />or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes (2019), as may be amended or
<br />revised, or as otherwise provided by law.
<br />3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as
<br />authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to
<br />the City.
<br />4. Upon completion of the Contract, transfer, at no cost, to the City all public records in possession of the Contractor or keep and maintain public
<br />records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the Contract, the
<br />Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If
<br />the Contractor keeps and maintains public records upon completion of the Contract, the Contractor shall meet all applicable requirements for
<br />retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in
<br />a format that is compatible with the information technology systems of the City.
<br />Rev. 10/2022 Page 6 CAM #23-0426
<br />Exhibit 1
<br />Page 33 of 43
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