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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<br />1. 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
<br />to the date of termination.
<br />2. Notwithstanding the foregoing, the Contractor shall not be relieved of liability
<br />to the City for damages sustained by it by virtue of a breach of the Agreement
<br />by Contractor and the City may reasonably withhold payment to Contractor for
<br />the purposes of set-off until such time as the exact amount of damages due the
<br />City from the Contractor is determined.
<br />B. 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 ten (10) days written notice. The terms of Paragraph I IA(1)
<br />and A(2) above shall be applicable hereunder.
<br />C. 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 />12. LI_QUIDATED DAMAGES. Failure to complete all the work within the time specified
<br />above, including any extension granted in writing by the City, shall obligate the Contractor to pay
<br />the City, as liquidated damages and not as a penalty, a minimum amount equal to One Thousand
<br />Dollars ($1000.00) for each calendar day of delay in the completion of all the Services. If any
<br />liquidated damages are unpaid by the Contractor, the City shall be entitled to deduct these unpaid
<br />liquidated damages from the monies due the Contractor.
<br />13. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
<br />this Agreement or any time for a period of ten (10) years subsequent to that date upon which this
<br />Agreement shall terminate for any reason whatsoever, disclose to any person or entity, other than
<br />in the discharge of the duties of the Contractor under this Agreement, any information which the
<br />City designates in writing as "confidential." As a violation by the Contractor of the provisions of
<br />this Section could cause irreparable injury to the City and there is no adequate remedy at law for
<br />such violation, the City shall have the right, in addition to any other remedies available to it at law
<br />or in equity, to enjoin the Contractor from violating such provisions.
<br />14. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, the Contractor agrees to indemnify and hold -harmless the City, its agents, representatives,
<br />officers, directors, officials and employees from any claims, liabilities, damages, losses and costs,
<br />including, but not limited to, reasonable attorney fees to the extent cause, in whole or in part, by
<br />the professional negligence, error or omission of the Contractor or persons employed or utilized
<br />by the Contractor in performance of Services under this Agreement, including any subcontractors.
<br />Contractor shall at all times hereafter indemnify, hold harmless and, at the City's option, defend
<br />or pay for an attorney selected by the City to defend City, its agents, representatives, officers,
<br />directors, officials and employees from and against any and all causes of action, demands, claims,
<br />losses, liabilities and expenditures of any kind, including attorney fees, court costs, and expenses,
<br />FABRICON MODULAR, LLC
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