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Docusign Envelope ID: 41 F63DOF-3BC8-4149-8618-1 BBEEF49D6F7 City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax B. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original for all purposes. C. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and it shall supersede all previous and contemporaneous oral and written negotiations, commitments, agreements and understandings relating hereto. D. Any modification of this Agreement shall be effective only if in writing and signed by the parties to this Agreement. E. No waiver of any provision of this Agreement shall be valid or enforceable unless such waiver is in writing and signed by the parry granting such waiver. F. Neither parry shall be responsible for any loss, damage, detention or delay for causes beyond its reasonable control, including strikes, lockouts, or labor disputes, material or component shortages, or acts of God. Dates for the performance or completion of the work shall be extended as is reasonably necessary to compensate for the delay. G. In no event will Contractor be liable for special, indirect, punitive, or consequential damages. H. Any proprietary material, information, data or devices contained in the equipment or work provided hereunder, or any component or feature thereof, remains Contractor's property. Contractor is not responsible for any building design. I. No Transfer of Intellectual Property Rights. Each party fully reserves all its rights in and to any and all of its Intellectual Property Rights. Unless otherwise agreed in a separate written agreement signed by the parties, no Intellectual Property Rights are assigned, transferred, or licensed by one party to the other parry under this Agreement and no services provided by one party to the other shall be deemed to be "work for hire" under applicable law. The Parties agree that nothing in this Agreement is intended to create or develop any joint intellectual property and that the Parties shall enter into separate agreement(s) governing any intellectual property that the Parties may later decide to jointly develop. J. Contractor is not responsible for any work required due to accident; abuse; misuse; vandalism; adverse machine room conditions (including temperature variations below 60 degrees and above 90 degrees Fahrenheit) or excessive humidity; adverse premises or environmental conditions, power fluctuations, or any other cause beyond our control. We will not be responsible for correction of outstanding violations or test requirements cited by appropriate authorities prior to the effective date of this agreement or for obsolescence (defined as parts, components or equipment either 20 or more years from the original installation, or no longer available from the original equipment manufacturer or an industry parts supplier, replaceable only by refabrication or rebuild). K. All asbestos measures including disposal and testing are at the City's expense. SCHINDLER ELEVATOR CORPORATION 13