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INVITATION TO BID 8.1: INDEMNIFICATION: The contractor shall indemnify, save harmless, and defend the City of Sunny Isles Beach, it's officers, agents and employees from and against any claims, demands or causes of action of whatsoever kind or nature arising out of error, omission, negligent act, conduct, or misconduct of the contractor, his agents, servants or employees in the provision of goods or the performance of services pursuant to this bid and /or from any procurement decision of the City including without limitation, awarding the contract to the contractor. 8.1.2: SECONDARY /OTHER VENDORS: The City reserves the right in the event the primary vendor cannot provide an item(s) or service(s) in a timely manner as requested, to seek other sources without violating the intent of the contract. 8.1.3: DEFAULT PROVISION: In case of default by the bidder or contractor, the City of Sunny Isles Beach may procure the articles or services from other sources and hold the bidder or contractor responsible for any excess costs occasioned or incurred thereby. 8.4: NONCONFORMANCE TO CONTRACT: The City of Sunny Isles Beach may withhold acceptance of, or reject items which are found upon examination, not to meet the specification requirements. Upon written notification of rejection, items shall be removed within (5) calendar days by the vendor at his own expense and redelivered at his expense. Rejected goods left longer than thirty (30) calendar days will be regarded as abandoned and the City shall have the right to dispose of them as it's own property. Rejection for nonconformance, or failure to meet delivery schedules may result in the contract being found in default. 8.5: ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the City and to any and all of its successors and assigns, whether by merger, consolidation, transfer of substantially all assets or any similar transaction. Notwithstanding the foregoing, this Agreement is personal to the Contractor and it may not, either directly or indirectly, assign its rights or delegate its obligations to City hereunder without first obtaining the City's consent in writing. Any such attempted assignment or delegation shall be deemed of no legal force and effect whatsoever. 8.6: NOTICES: All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: if to the City one to Christopher J. Russo, City Manager and one to Lynn M. Dannheisser, City Attorney, at City of Sunny Isles Beach, 18070 Collins Avenue, Sunny Isles Beach, Florida 33160. The address of the Contractor for notices is 8.7: GOVERNING LAW: The validity of the Agreement and the interpretation and performance of all of its terms shall be construed and enforced in accordance with the laws of the State of Florida, without regard to principles of conflict of laws thereof. The location of any action or proceeding commenced under or pursuant to this Agreement shall be in Miami -Dade County, in the State of Florida. 00210-8