Reso 2006-983 - Laserfiche WebLink

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7. G()MP-bIANGE-WI'FH-b-AW:-€ontractor-shall-cumply-withll-laws, regulattons ana ordinances of any federal, state, or local governmental authority having jurisdiction with respect to this Agreement (Applicable Laws) and, shall obtain and maintain any and all material penn its, licenses, approvals and consents necessary for the lawful conduct of the activities contemplated under this Agreement. Specifically, Contractors shall comply with all applicable conflict of interest provisions as provided in state statutes, Miami-Dade County Code and the Code of the City of Sunny Isles (Section 62-16 entitled "Ethics in Public Contracting." As provided in Section 62-16, Code of the City of Sunny Isles, the City Commission may terminate this Contract for violation of the above-referenced ethical standards. 8. WAIVER OF LIABILITYIINDEMNITY: 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 Contractor or anyone of its employees, contractors or agents. Contractor 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 Contractor of its obligations under this Agreement, (ii) any personal or bodily injury, including death, to any person and destruction of property resulting from the performance or breach by Contractor of its limits in excess of One Million Dollars ($1,000,000) for claims arising from a single occurrence. Contractor 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. 9. ASSIGNMENT: 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 Contractor 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. 10. TERM: The tenn of this Agreement shall commence upon execution, and the Contractor shall complete the Services on or before forty-five (45) days after a Notice of Commencement is issued by the City, unless an extension of time is approved by the City. The City shall have the right to cancel this Agreement, at any time during the term hereof, upon thirty (30) days notice to the Contractor. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence perfonnance of work on the Commencement Date and continue in a diligent manner until work is complete. Contractor acknowledges that compliance with the commencement and completion schedule is on the essence of this Agreement. The terms of Sections 7 and 8 entitled "Compliance with Law" and "Waiver of Liability/Indemnity," respectively, shall survive tennination of this Agreement. II. 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 provided herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), addressed to such party as follows: CGD- Central Island Drainage System and Street Improvements Geological Investigation Services Page 3 of 5 S\b