Reso 2003-620 - Laserfiche WebLink

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5. Undisclosed Conditions. In the event that undisclosed conditions are discovered during the performance of this Agreement, the City shall have the right to cancel this Agreement upon seven (7) days written notice to Vendor. Upon termination, the City may re-bid the project if the Vendor fails to perform under this Agreement due to the undisclosed conditions. 7. Relation to Parties. It is understood and agreed that nothing contained in this Agreement shall be deemed to create a partnership, joint venture, other association, or an employer/employee relationship between the Vendor and the City. Vendor shall be in the relation of an independent Vendor and is to have entire charge, control and supervision of the work to be performed hereunder. The Vendor does not have the power to bind the City in any promise, agreement or representation other than as provided for in this Agreement. 8. Compliance with Law Vendor shall comply with all laws, regulations and ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement (Applicable Laws) and shall obtain and maintain, at its sole expense, any and all material permits, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. 9. Waiver of Liabilitv/Indemnitv. The City shall not in any way be answerable or accountable for any violations of applicable laws or for any injury, loss or damage arising from the negligence or omission of Vendor or anyone of its employees, Vendor(s) or agents. Vendor hereby agrees to indemnify, defend and hold harmless the City from and against any claim, loss, damage, liability, cost or expense, including attorneys' fees, whether or not due to or caused in whole or in part by City or its employees, arising out of (i) the performance or breach by the Vendor of its obligations under this Agreement. Vendor hereby irrevocably waives any right and agrees not to file any mechanic's or materialman's lien against the interest of the owner of the property. 10. Assie:nment. This Agreement shall be binding upon and shall inure to the benefit of the City and to any and all of its successors and assigns, whether by merger, consolidation, transfer of substantially all assets or any similar transaction. Notwithstanding the foregoing, this Agreement is personal to the Vendor and it may not, either directly or indirectly, assign its rights or delegate its obligations to City hereunder without first obtaining the City's consent in writing. Any such attempted assignment or delegation shall be deemed of no legal force and effect whatsoever. 11. Term. This Contract shall commence on January 6th 2004, and expire upon delivery of merchandise. 12. Termination. This Agreement may be cancelled by the City, with or vvithotlt cause, upon seven (7) days written notice to Vendori Thi3 C6ftft'tlet shall be 3tlbjcct to ifflffleaiat~ o1l ,teFlBiaaaeft if the services do not com~!r with the specification~ stated he~ein, or fails to mee~II:,,/c (){ the City's performance standards, I:lSVI6\L. ~~l~ 1''\ '~A ~~C.t-\L'.\D \-~d\~~'o. r 13. Notices. All notices and other communications required or permitted to be given under this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise City of Sunny Isles Beach 17070 Collins Avenue, Suite 250, Sunny Isles Beach, Florida 331605 , B (305) 947-0606 phone (305) 949-3113 Fax Municipal Lighting System, rnc Attorneyl Agreementsljb 12I9n003 Page 2 of4