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• <br /> City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 <br /> (305) 947-0606 phone (305) 949-3113 Fax <br /> 4. TERMINATION AND REMEDIES FOR BREACH. <br /> a. Termination for Convenience of City. The City may, for its convenience and <br /> • without cause terminate the Services then remaining to be performed at any time <br /> by giving Contractor thirty (30) days written notice. <br /> b. Termination for Insolvency. The City also reserves the right to terminate the <br /> remaining Services to be performed in the event the Contractor is placed either in <br /> voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br /> creditors. <br /> c. In the event of termination, all finished and unfinished documents, data and other <br /> work product prepared by Contractor shall be delivered to the City and the City <br /> shall compensate the Contractor for all Services satisfactorily performed prior to <br /> the date of termination. In the event of termination, the contractor will only be <br /> compensated for Services satisfactorily rendered as of the effective date of <br /> termination. Under no circumstance will the Contractor be entitled to any special, <br /> incidental, or consequential damages, including but not limited to payment for the <br /> remaining unexpired term. <br /> d. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to <br /> the City for damages sustained by it by virtue of a breach of the Agreement by <br /> Contractor and the City may reasonably withhold payment to Contractor for the <br /> purposes of set-off until such time as the exact amount of damages due the City <br /> from the Contractor is determined. <br /> 5. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an <br /> ' independent Contractor and shall be treated as such for all purposes. Nothing contained in this <br /> Agreement or any action of the parties shall be construed to constitute or to render the Contractor <br /> an employee, partner, agent, shareholder, officer or in any other capacity other than as an <br /> independent Contractor other than those obligations which have •been or shall have been <br /> undertaken by the City. Contractor shall be responsible for any and all of its own expenses in <br /> performing its duties as contemplated under this Agreement. The City shall not be responsible for <br /> any expense incurred by the Contractor. The City shall have no duty to withhold any Federal <br /> income taxes or pay Social Security services and that such obligations shall be that of the <br /> Contractor, other than those set forth in this Agreement. Contractor shall furnish its own <br /> transportation, office and other supplies as it determines necessary in carrying out its duties under <br /> this Agreement. <br /> 6. INDEMNIFICATION AND WAIVER OF LIABILITY. The Contractor agrees, to <br /> the fullest extent:permitted by law, to defend, indemnify and hold harmless the City, its agents, <br /> representatives, officers, directors, officials and employees from and against claims, damages, <br /> losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of <br /> appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, <br /> C6399-1617-031 -PAYBYPHONE TECHNOLOGIES, INC. 3 SIB <br />