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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 />C. Termination for Insolvency. The City also reserves the right to terminate the
<br />remaining Services to be performed in the event the Contractor is placed either in
<br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of
<br />creditors.
<br />13. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
<br />this Agreement or any time for a period of ten (10) years subsequent to that date upon which this
<br />Agreement shall terminate for any reason whatsoever, disclose to any person or entity, other than
<br />in the discharge of the duties of the Contractor under this Agreement, any information which the
<br />City designates in writing as "confidential." As a violation by the Contractor of the provisions of
<br />this Section could cause irreparable injury to the City and there is no adequate remedy at law for
<br />such violation, the City shall have the right, in addition to any other remedies available to it at law
<br />or in equity, to enjoin the Contractor from violating such provisions.
<br />14. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, the Contractor agrees to indemnify and hold -harmless the City, 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 any and all causes of action, demands, claims,
<br />liabilities, damages, losses and costs, including, but not limited to, reasonable attorney fees to the
<br />extent caused, in whole or in part, by the intentional or negligent act of, or omission of Contractor,
<br />including those of its employees, agents, servants, or officers, or accruing, resulting from, or
<br />directly related to the subject matter of this Agreement including, without limitation, any and all
<br />claims, losses, liabilities, expenditures, demands or causes of action of any nature whatsoever
<br />resulting from injuries or damages sustained by any person or property.
<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 />15. 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 party 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 />MILLENIUM PRODUCTS, INC.
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