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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone(305) 949-3113 Fax disputes any charges on the invoices, it may make payment of the uncontested amount and withhold payment on the contested amounts until they are resolved by agreement between the parties. 5. Copyright, patent and trademark. Performer agrees that all work performed under this Agreement shall comply with all applicable patent, trademark and copyright laws, rules, regulations and codes. The Performer further agrees that the photographs will not utilize any protected patent, trademark or copyright unless Performer has obtained proper permission and all releases and other necessary documentation. 6. Independent Contractor. Except as expressly provided for in this Agreement, Performer is not authorized to act as the City's agent hereunder and shall have no authority, expressed or implied, to act for or bind the City hereunder in any manner whatsoever. 7. Assignment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior express and written consent of the other party. 8. Indemnification. The Performer covenants and agrees to defend, indemnify and hold harmless the City, its officers, agents, officials and employees, from, for and against any loss, damage, liability or claim (including without limitation, attorneys' fees and other costs and expenses incident to any suit, action or other proceeding) arising out of the negligent performance by Performer of his duties under this Agreement. 9. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 10. Governing law. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. Venue for any legal proceedings shall be in Miami-Dade County Florida. 11. Arbitration. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 2 00708-073 Seth Bramson Voice Over Agreement for Historical Film /g