Reso 2021-3247 - Laserfiche WebLink

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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 4. TERMINATION AND REMEDIES FOR BREACH. a. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor thirty (30) days written notice. b. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. C. In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor for City under this Agreement shall be delivered to the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination. In the event of termination, the contractor will only be compensated for Services satisfactorily rendered as of the effective date of termination. Under no circumstance will the Contractor be entitled to any special, incidental, or consequential damages, including but not limited to payment for theremaining unexpired term. d. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a material breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. S. INDEPENDENT CONTRACTOR RELATIONSHIP. The Contractor is an independent Contractor and shall be treated as such for all purposes. Nothing contained in this Agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent Contractor other than those obligations which have been or shall have been undertaken by the City. Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this Agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this Agreement. Contractor shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this Agreement. 6. INDEMNIFICATION AND WAIVER OF LIABILITY The Contractor agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from the Contractor's negligent acts, 2021-6399-PAYBYPHONE TECHNOLOGIES, INC. 3