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Docusign Envelope ID: 888EO892-1 EOD-41 EC -81 F9-F02682903C46
<br />City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3113 Fax
<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 tern 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 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 without
<br />cause terminate the Services then remaining to be performed at any time by giving
<br />Contractor ten (10) days written notice. The terms of Paragraph A(1) and A(2)
<br />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 />11. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of
<br />this Agreement or anytime 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 />12. INDEMNIFICATION AND WAIVER OF LIABILITY. To the fullest extent permitted
<br />by law, Consultant shall at all times hereafter indemnify, hold harmless, and at the City's option
<br />defend or pay for an attorney selected by the City to defend, City, its agents, representatives,
<br />officers, directors, officials and employees from and against any and all causes of action, demands,
<br />claims, losses, liabilities and expenditures of any kind, including attorney fees, court costs, and
<br />expenses, caused or alleged to be caused by the intentional or negligent act of, or omission of
<br />Consultant, including those of their employees, agents, servants, or officers, or accruing, resulting
<br />from, or directly related to the subject matter of this Agreement including, without limitation, any
<br />and all claims, losses, liabilities, expenditures, demands or causes of action of any nature
<br />whatsoever resulting from injuries or damages sustained by any person or property. In the event
<br />any lawsuit or other proceeding is brought against City by reason of any such claim, cause of action
<br />or demand, Consultant shall, upon written notice from City, resist and defend such lawsuit or
<br />proceeding by counsel satisfactory to City.
<br />VETTED SECURITY SOLUTIONS, LLC 6
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