Ordinance 2011-375 - Laserfiche WebLink

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Section 9.4. Severabilitv. If any clause, provision or section of this Agreement shall be held illegal or invalid by any court, the invalidity of such clause, provision or section shall not affect any other provisions or sections hereof, and this Agreement shall be construed and enforced to the end that the transactions contemplated hereby be effected and the obligations contemplated hereby be enforced, as if such illegal or invalid clause, provision or section had not been contained herein. Section 9.5. Term of Af!reement. Except as otherwise specified in this Agreement, this Agreement and all representations, warranties, covenants and agreements contained herein or made in writing by the City in connection herewith shall be in full force and effect from the date hereof and shall continue in effect until as long as the Bond are outstanding. Section 9.6. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when transmitted if transmitted by telecopy, electronic telephone line facsimile transmission or other similar electronic or digital transmission method (provided customary evidence of receipt is obtained); the day after it is sent, if sent by overnight common carrier service; and five days after it is sent, if mailed, certified mail, return receipt requested, postage prepaid. In each case notice shall be sent to: If to the City: City Manager and City Attorney City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 Fax Number: 305-792-1641 If to the Bank: SunTrust Bank Government Division 8699 NW 36th Street Miami, Florida 33131 Fax Number: 305-597-6618 or to such other address as either party may have specified in writing to the other using the procedures specified above in this Section 9.6. Section 9.7. Applicable Law. For purposes of this Agreement, Florida law shall govern the terms of this Agreement. Venue shall be in Miami-Dade County, Florida. Section 9.8. Bindinf! Effect; Assif!nment. This Agreement shall be binding upon and inure to the benefit of the successors in interest and permitted assigns of the parties. The City shall have no rights to assign any of their rights or obligations hereunder without the prior written consent of the Bank, which consent may be granted, withheld or made subject to conditions in the Bank's sole discretion. 16 MIA 182, 189,515v6 11-2-11