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<br />City of Sunny Isles Beach
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<br />18070 Collins Avenue, Sunny Isles Beach, Florida 33160
<br />(305) 947-0606 phone (305) 949-3] 13 Fax
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<br />8. COMPLIANCE WITH LAW: Contractor shall comply with all laws, regulations and
<br />ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this
<br />Agreement (Applicable Laws) and shall obtain and maintain any and all material permits, licenses,
<br />approvals and consents necessaty for the lawful conduct of the activities contemplated under this
<br />Agreement.
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<br />Specifically, Contractors shall comply with all applicable conflict of interest provisions as provided in
<br />state statutes, Miami-Dade County Code and the Code of the City of Sunny Isles (Section 62-16 entitled
<br />"Ethics in Public Contracting." As provided in Section 62-16, Code of the City of Sunny Isles, the City
<br />Commission may terminate this Contract for violation of the above-referenced ethical standards,
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<br />9. WAIVER OF LIABILITYIINDEMNITY: The City shall not in any way be answerable or
<br />accountable for any violations of applicable laws or for any injUlY, loss or damage arising from the
<br />negligence or omission of Contractor or anyone of its employees, contractors or agents. Contractor
<br />hereby agrees to indemnifY, defend and hold harmless the City, its depattments and divisions, its
<br />employees and agents from and against any claim, loss, damage, liability, cost or expense, including
<br />attorneys' fees, arising out of (i) the performance or breach by the Contractor of its obligations under this
<br />Agreement, (ii) Contractor's negligent performance (or by any person acting for the Contractor or for
<br />whom Contractor is responsible). Contractor hereby irrevocably waives any right and agrees not to file
<br />any mechanic's or materialman's lien against the interest of the owner of the propelty.
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<br />10, ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the
<br />City and to any and all of its successors and assigns, whether by merger, consolidation, transfer of
<br />substantially all assets or any similar transaction, Notwithstanding the foregoing, this Agreement is
<br />personal to the Contractor and it may not, either directly or indirectly, assign its rights or delegate its
<br />obligations to City hereunder without first obtaining the City's consent in writing. Any such attempted
<br />assignment or delegation shall be deemed of no legal force and effect whatsoever.
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<br />11. TERM: The term of the Contract shall commence upon execution, and shall terminate upon
<br />the completion of the PTWin32v2 Customization project with an anticipated completion date of one to
<br />two years from the date of execution, The City shall have the right to cancel this Agreement, at any time
<br />during the term hereof, upon thilty (30) days notice to the Contractor. Payment will be made only for
<br />work completed to the satisfaction of the City. Contractor is to commence performance of work on the
<br />Commencement Date and continue in a diligent manner until work is complete. Contractor acknowledges
<br />that compliance with the commencement and completion schedule is on the essence of this Agreement.
<br />The terms of Sections 8 and 9 entitled "Compliance with Law" and "Waiver of Liability/Indemnity,"
<br />respectively, shall survive termination of this Agreement.
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<br />12. NOTICES: All notices and other communications required or permitted to be given under
<br />this Agreement by either party to the other shall be in writing and shall be sent (except as otherwise
<br />provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii)
<br />by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with
<br />confirmation receipt (with a copy simultaneously sent by celtified or registered mail, first class postage
<br />prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service),
<br />addressed to such patty as follows:
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<br />C0506-43 lCA Software, Inc, Data Migration Consulting Agreement
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