|
<br />Contractor shall deliver to the City for approval and acceptance, and before being
<br />eligible for final payment or any amounts due, all documents and materials prepared by,
<br />and for, the City under this Agreement.
<br />
<br />All oral and written information not in the public domain or not previously
<br />known, and all information and data obtained, developed or supplied by the City, or at its
<br />expense, will be kept confidential by the Contractor and will not be disclosed to any other
<br />party, directly or indirectly, without the City's prior written consent, unless required by a
<br />lawful order. All drawings, maps, sketches, programs, data base, reports and other data
<br />developed or purchased under this Agreement for, or at the City's expense, shall be and
<br />remain the City's property and may be reproduced and reused at the discretion of the
<br />City.
<br />
<br />The City and Contractor shall comply with the provisions of Chapter 119, Florida
<br />Statutes (Public Records Law).
<br />
<br />All covenants, agreements, representations and warranties made herein, or
<br />otherwise made in writing by any party pursuant hereto, including, but not limited to, any
<br />representations made herein relating to disclosure or ownership of documents, shall
<br />survive the execution and delivery of this Agreement and the consummation of the
<br />transactions contemplated hereby.
<br />
<br />10. INDEMNIFICATION. Contractor agrees to indemnify, defend and hold
<br />harmless, the City, its officers, agents, and employees from, and against any and all
<br />claims, actions, liabilities, losses and expenses including, but not limited to, attorney's
<br />fees for personal, economic or bodily injury, wrongful death, loss of or damage to
<br />property, at law or in equity, which may arise or may be alleged to have risen from the
<br />negligent acts, errors, omissions or other wrongful conduct of the Contractor, agents or
<br />other personal entity acting under Contractor's control in connection with the
<br />Contractor's performance of services pursuant to that agreement and to that extent the
<br />Contractor shall pay such claims and losses and shall pay all such costs and judgments
<br />which may issue from any lawsuit arising from such claims and losses including
<br />wrongful termination or allegations of discrimination or harassment, and shall pay all
<br />costs and attorneys' fees expended by the City in defense of such claims and losses
<br />including appeals. The parties agree that ten percent (10%) of the total compensation is a
<br />specific consideration from the City to the Contractor for this indemnity.
<br />
<br />11. TERMINATION.
<br />
<br />a. Termination for Default. If, through any cause within the reasonable
<br />control the Contractor shall fail to fulfill in a timely manner or otherwise
<br />violate any of the covenants, agreements or stipulations material to this
<br />agreement, the City shall have the right to terminate the services then
<br />remaining to be performed. Prior to the exercise of its option to terminate
<br />
<br />19
<br />
|