Reso 2026-4050 - Laserfiche WebLink

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13.1 Either Party may terminate for material breach on thirty (30) days' written notice, if the breach is not cured within that period. 13.2 Customer may terminate for convenience effective at the end of any annual period of the Term on thirty (30) days' written notice. Consistent with Section 3.5 there is no proration and no refund of the fee for the then -current annual period, and any unpaid installments for that period remain due. 13.3 Non -appropriation. Customer's obligations in any fiscal year are subject to appropriation of funds by its governing body. If funds are not appropriated, Customer may terminate at the end of the then - current fiscal year on written notice and without penalty, with no obligation for any subsequent year. The fee for the fiscal year in which notice is given remains earned in full and is not refunded. 13.4 VSS may suspend the Services on fifteen (15) days' written notice where undisputed invoices remain unpaid more than sixty (60) days past due. Suspension does not extend the Term. 14. General 14.1 Sovereign immunity. Nothing in this Agreement waives, extends or alters Customer's sovereign immunity or the limits of liability under Section 768.28, Florida Statutes. 14.2 Insurance. VSS will maintain commercial general liability, automobile liability, workers' compensation and professional liability coverage at not less than the limits required by Customer, and will furnish certificates of insurance naming Customer as an additional insured where required. 14.3 Entire agreement. This Agreement, with its Exhibits and Addendum, is the entire agreement between the Parties on its subject matter and is the sole statement of the terms on which the Services are provided. The VSS quotation referenced at Exhibit BA states scope and price only. No terms appearing on a VSS quotation or invoice, on a Customer purchase order, or posted on VSS's website form part of this Agreement. This Agreement supersedes the prior service agreement between the Parties, including any terms and conditions set out in the quotation. under which those services were provided. 14.4 Assignment and subcontracting. VSS may not assign this Agreement without Customer's written consent. VSS may use subcontracted labor and remains responsible for the performance and conduct of any subcontractor it uses. 14.5 Governing law. Florida law governs. Venue for any dispute lies in Miami -Dade County, Florida. 14.6 Amendment. This Agreement may be amended only by a written instrument signed by both Parties. An accepted quotation for an addition under Section 4.5 is not an amendment and does not require signature. 15. Public Records VSS will comply with Section 119.0701, Florida Statutes: keeping and maintaining public records required to perform the Services; providing access on the same terms and conditions as the public agency provides them; keeping exempt or confidential records exempt; and transferring or destroying records at the conclusion of this Agreement. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CITY CLERK AT: Mauricio Betancur (305) 947-0606 mbetancur@sibfl.net 18070 Collins Ave, Sunny Isles Beach, FL 33160 VETTED SECURITY SOLUTIONS Service Agreement City of Sunny Isles Beach Page o of 11 245