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ARTICLE 9 MISCELLANEOUS <br />9.1 Terms used in this Agreement which are defined in Article 1 of the General Conditions will have <br />the meanings indicated in the General Conditions. <br />9.2 It is agreed that the CONTRACTOR shall not assign, transfer, convey, or otherwise dispose of the <br />contract or its right, title, or interest in or to the same or any part thereof, or allow legal action <br />to be brought in its name for the benefit of others, without previous consent of the OWNER and <br />concurred to by the sureties. Any attempted assignment shall be void and may, at the option of <br />the OWNER be deemed an event of default hereunder. Nothing herein shall be construed as <br />creating any personal liability on the part of any officer or agent of the OWNER who may be a <br />party hereto. <br />9.3 OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal <br />representatives to the other party hereto, its partners, successors, assigns and legal <br />representatives in respect of all covenants, agreements and obligations contained in the Contract <br />Documents. <br />9.4 The CONTRACTOR shall be properly licensed to practice its trade or trades which are involved in <br />the completion of this Agreement and the work thereunder. <br />9.5 This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit <br />brought by either party against the other party or otherwise arising out of this Agreement shall <br />be in Indian River County, Florida, or, in the event of federal jurisdiction, in the United States <br />District Court for the Southern District of Florida. <br />9.6 The CONTRACTOR shall indemnify and hold harmless the County, and its officers and <br />employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable <br />attorney's fees, to the extent caused by the negligence, recklessness, or intentional wrongful <br />misconduct of the CONTRACTOR and persons employed or utilized by the CONTRACTOR in the <br />performance of the construction contract. <br />9.7 Pledge of Credit. The CONTRACTOR shall not pledge the OWNER'S credit or make it a guarantor of <br />payment or surety for any Agreement, debt, obligation, judgment, lien or any form of <br />indebtedness. The CONTRACTOR further warrants and represents that it has no obligation of <br />indebtedness that would impair its ability to fulfill the terms of this Agreement. <br />9.8. Counterparts. This Agreement may be executed in one or more counterparts, but all such <br />counterparts, when duly executed, shall constitute one and the same Agreement. <br />9.9. Public Records. Indian River County is a public agency subjectto Chapter 119, Florida Statutes. <br />The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor <br />shall: <br />A. Keep and maintain public records required by the County to perform the service. <br />B. Upon request from the County's Custodian of Public Records, provide the County with a copy of the <br />requested records or allow the records to be inspected or copied within a reasonable time at a cost <br />that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. <br />C. Ensure that public records that are exempt or confidential and exempt from public records disclosure <br />requirements are not disclosed except as authorized by law for the duration of the contract term and <br />following completion of the contract if the contractor does not transfer the records to the County. <br />D. Upon completion of the contract, transfer, at no cost, to the County all public records in possession of <br />the Contractor or keep and maintain public records required by the County to perform the service. If <br />the Contractor transfers all public records to the County upon completion of the contract, the <br />Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from <br />