Reso 2011-1772 - 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 10. Assie:nment. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, expressed, and written consent of the other party. 11. Indemnification. Publisher agrees to defend, indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Publisher, its agents or other personal entity acting under Publisher's control in connection with the Publisher's performance of Services under this Agreement and to that extent the Publisher shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. 12. Termination. A. If, through any cause within the reasonable control the Publisher shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Publisher of its violation of the particular terms of the agreement and grant Publisher ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement. (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Publisher (and sub contractor(s)) shall be delivered to the City and the City shall compensate the Publisher for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Publisher shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Publisher and the City may reasonably withhold payments to Publisher for the purposes of set-off until such time as the exact amount of damages due the City from the Publisher is determined. B. 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 written notice which shall become effective ten (10) days following receipt by Publisher. The terms of Paragraphs A(i) and (ii) above shall be applicable hereunder. 4 v "'l J ClOII-063 Global Print Services