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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 />terminate for cause, the City shall notify the Contractor of its violation of the
<br />particular terms of the Agreement and grant Contractor ten (10) days to cure such
<br />default. If the default remains uncured after ten (10) days the City may terminate
<br />this Agreement, and the City shall receive a refund from the Contractor in an amount
<br />equal to the actual cost of a third party to cure such failure. If Contractor fails,
<br />refuses or is unable to perform any term of this Agreement, City shall pay for
<br />services rendered as of the date of termination.
<br />1. In the event of termination, all finished and unfinished documents, data and
<br />other work product prepared by Contractor shall be delivered to the City and
<br />the City shall compensate the Contractor for all Services satisfactorily
<br />performed prior 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 12A(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 />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 the expiration or
<br />termination of this Agreement, disclose to any person or entity, other than in the discharge of the
<br />duties of the Contractor under this Agreement, any information which the City designates in
<br />writing as 'confidential." As a violation by the Contractor of the provisions of this Section could
<br />cause irreparable injury to the City and there is no adequate remedy at law for such violation, the
<br />City shall have the right, in addition to any other remedies available to it at law or in equity, to
<br />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. Contractor shall at all times
<br />hereafter indemnify, hold harmless and, at the City's option, defend or pay for an attorney selected
<br />by the City to defend City, its agents, representatives, officers, directors, officials and employees
<br />from and against any and all causes of action, demands, claims, losses, liabilities and expenditures
<br />of any kind, including attorney fees, court costs, and expenses, caused or alleged to be caused by
<br />GENERAL CAULKING & COATINGS CO., INC.
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