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<br />this Agreement shall be in accordance with this Agreement and a proposed fee schedule reflected <br />in Attachment "A". <br /> <br />Consultant shall submit invoices on a monthly basis within ten (10) days following the end of <br />each calendar month. City shall pay Consultant only for Services actually performed. The <br />Consultant shall make no other charges to the City for supplies, labor, taxes. licenses. permits. <br />overhead or any other expenses or costs unless any such expense or cost is incurred by <br />Consultant with the prior written approval of the City. If the City disputes any charges on the <br />invoices, it may make payment of the uncontested amounts and withhold payment on the <br />contested amounts until they are resolved by agreement with Consultant. <br /> <br />4. UNDISCLOSED CONDITIONS: In the event that undisclosed conditions are <br />discovered during the performance of this Agreement. the City shall have the right to cancel this <br />Agreement upon ten (10) days written notice to Consultant. Upon termination. the City may re- <br />bid the project if the Consultant fails to perform under this Agreement due to the undisclosed <br />conditions. <br /> <br />5. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work <br />product produced pursuant to this Agreement shall become the exclusive property of the City and <br />shall be provided to the City upon request. <br /> <br />6. INDEPENDENT CONSULTANT RELATIONSHIP: It is understood and agreed <br />that nothing contained in this Agreement shall be deemed to create a partnership. joint venture. <br />other association, or an employer/employee relationship between the Consultant and the City, <br />Consultant shall be in the relation of an independent Consultant and is to have entire charge. <br />control and supervision of the work to be performed hereunder. <br /> <br />7. COMPLIANCE WITH LAW: Consultant shall comply with all laws. regulations and <br />ordinances of any federaL state, or local governmental authority having jurisdiction with respect <br />to this Agreement ("Applicable Laws") and shall obtain and maintain any and all material <br />permits, licenses, approvals and consents necessary for the lawful conduct of the activities <br />contemplated under this Agreement. <br /> <br />Specifically, Consultant shall comply with all applicable conflict of interest prOVISIons as <br />provided in state statutes, Miami-Dade County Code and the Code of the City of Sunny Isles <br />Beach (Section 62-16 entitled "Ethics in Public Contracting"). As provided in Section 62-16, <br />Code of the City of Sunny Isles Beach, the City Commission may terminate this Contract for <br />violation of the above-referenced ethical standards. <br /> <br />8. INDEMNIFICATION AND WAIVER OF LIABILITY: The Consultant agrees, to <br />the fullest extent permitted by law. to defend, indemnify and hold harmless the City, its agents, <br />representatives, officers, directors. officials and employees from and against claims. damages. <br />losses and expenses (including but not limited to attorney's fees. arbitration costs, and costs of <br />appellate proceedings) relating to. arising out of or resulting from any acts. errors, mistakes or <br />omissions of Consultant, or any of its officers. employees. servants. agents or subcontractor. in <br />the performance of this Agreement. <br /> <br />C0809- 004 Iloward Millcr Communications Agrccmcnt <br />