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9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are involved in the completion of this Agreement and the work thereunder. 9 . 5 This Agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida, or, in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida. 9 .6 CONTRACTOR agrees to indemnify and hold harmless the OWNER , together with its agents , engineers , employees, elected officers and representatives , from liabilities , damages , losses , and costs , including but not limited to , reasonable attorney' s fees , to the extent caused by the negligence , recklessness or intentional wrongful misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the performance of the work under this Agreement . This indemnification and hold harmless provision shall survive the termination or expiration of this Agreement . The indemnification is limited to $ 5 million per occurrence . 9 . 7 Pledge of Credit . The CONTRACTOR shall not pledge the OWNER' S credit or make it a guarantor of payment or surety for any Agreement, debt , obligation , judgment, lien or any form of indebtedness . The CONTRACTOR further warrants and represents that it has no obligation of indebtedness that would impair its ability to fulfill the terms of this Agreement. 9 . 8 . Counterparts . This Agreement may be executed in one or more counterparts , but all such counterparts , when duly executed , shall constitute one and the same Agreement. 9 . 9 . Public Records . The OWNER and the CONTRACTOR shall comply with the provisions of Chapter 119 , Florida Statutes (Public Records Law) in connection with this Agreement . Additionally , CONTRACTOR shall : (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service . (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements . All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency . 00530-7