Reso 2007-1151 - Laserfiche WebLink

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City of Sunny Isles Beach J 8070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-31 J 3 Fax 10. ASSIGNMENT: This Agreement shaH be binding upon and shaH 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. 11. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the installation shall begin September 25, 2007 and shall end September 26, 2007, The Service Agreement shall commence on September 26, 2007 and shall end on September 26, 2008, as described in Attachment "A". The term of this Agreement may be extended for an additional term at the option of the City. Payment will be made only for work completed to the satisfaction of the City. Contractor is to commence performance 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 the essence of this Agreement. The terms of Sections 8 and 9 entitled "Compliance with Law" and "Waiver of Liability/Indemnity," respectively, shall survive termination 12. TERMINATION: A. If, through any cause within the reasonable control the Contractor 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 Contractor of its violation of the particular terms of the agreement and grant Contractor 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 Contractor (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Contractor for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. (ii). Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the purposes of set- off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of Citv. The City may, for its convenience and without cause terminate the services then remaining to be perfOlmed at any time by given written notice which shall become effective seven (7) days following receipt by Contractor. The terms of Paragraphs 12 A(i) and (ii) shall be applicable hereunder. C0607 -114 BIS Digital Agreement 5