Ordinance 2012-384 - Laserfiche WebLink

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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. Notiees. 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: BB&T Governmental Finance 255 S. Orange Ave., 10th Floor Orlando, Florida 3280 I Fax Number: 877-320-4453 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. Binding Effect; Assignment. 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. Section 9.9. Conflict. In the event any conflict arises between the terms of this Agreement and the terms of any other Loan Document, the terms of this Agreement shall govern in all instances of such conflict. Section 9.10. No Third Party Beneficiaries. It is the intent and agreement of the parties hereto that this Agreement is solely for the benefit of the parties hereto and no person not a party hereto shall have any rights or privileges hereunder. Section 9.11. Attornevs Fees. To the extent legally permissible, the City and the Bank agree that in any suit, action or proceeding brought in connection with this Agreement, the Bond, or the Ordinance (including any appeal(s)), the prevailing party shall be entitled to recover costs and attorneys' fees from the other party. The City does not waive sovereign immunity for any claim for breach of contract or for an award of prejudgment interest; provided, however, that in 15 MIA 182.397.885vl 3-5-12