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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<br />15. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, Contractor shall at all times hereafter indemnify, hold harmless, and at the City's option
<br />defend or pay for an attorney selected by the City to defend, City, its agents, representatives,
<br />officers, directors, officials and employees from and against any and all causes of action, demands,
<br />claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and
<br />expenses, caused or alleged to be caused by the intentional or negligent act of, or omission of
<br />Contractor, including those of their employees, agents, servants, or officers, or accruing, resulting
<br />from, or directly related to the subject matter of this Agreement including, without limitation, any
<br />and all claims, losses, liabilities, expenditures, demands or causes of action of any nature
<br />whatsoever resulting from injuries or damages sustained by any person or property. In the event
<br />any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action
<br />or demand, Contractor shall, upon written notice from City, resist and defend such lawsuit or
<br />proceeding by counsel satisfactory to City.
<br />The provisions and obligations of this section shall survive the expiration or earlier termination of
<br />this Agreement. To the extent considered necessary by City, any sum due Contractor under this
<br />Agreement may be retained by City until all of City's claims for indemnification pursuant to this
<br />Agreement have been settled or otherwise resolved; and any amount withheld shall not be subject
<br />to payment of interest by City.
<br />16. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall
<br />be interpreted and construed in accordance with and governed by the laws of the State of Florida.
<br />All parties agree and accept that jurisdiction of any dispute or controversy arising out of this
<br />Agreement, and any action involving the enforcement or interpretation of any rights hereunder
<br />shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County,
<br />Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state
<br />courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or
<br />other jurisdictional device. In the event it becomes necessary for the City to file a lawsuit to
<br />enforce any term or provision under this Agreement and the City is the prevailing parry then the
<br />City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate levels. BY
<br />ENTERING INTO THIS AGREEMENT, Contractor AND CITY HEREBY EXPRESSLY
<br />WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
<br />LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is intended to
<br />serve as a waiver of sovereign immunity, or of any other immunity, defense, or privilege enjoyed
<br />by the City pursuant to Section 768.28, Florida Statutes.
<br />17. NOTICES. All notices and other communications required or permitted to be given
<br />under this Agreement by either party to the other shall be in writing and shall be sent (except as
<br />otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return
<br />receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service,
<br />or (iii) by electronic mail (e-mail) with confirmation receipt (with a copy simultaneously sent by
<br />certified or registered mail, first class postage prepaid, return receipt requested or by overnight
<br />delivery by traditionally recognized courier service), addressed to such party as follows:
<br />BAUSCH ENTERPRISES, INC. 8
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