Reso 2013-2082 - Laserfiche WebLink

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• • The Consultant's duty to defend, hold harmless and indemnify the City, its agents, representatives, officers, directors, officials and employees shall arise in connection with any claim, damage, loss or expense that is attributable to bodily injury; sickness; disease; death; or injury to impairment, or destruction of tangible property including loss of use resulting therefrom, caused by any acts, errors, mistakes or omissions related to Consultant's performance of this Agreement including any person for whose acts, errors, mistakes or omissions the Consultant may be legally liable. The parties agree that Ten Dollars ($10.00) represents specific consideration to the Consultant for the indemnification set forth in this Agreement. 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 Consultant 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: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, this Agreement shall commence upon execution of this Agreement and shall end at the conclusion of the event on October 15, 2011. Payment will be made only for work completed to the satisfaction of the City. Consultant is to commence performance of work on the commencement date and continue in a diligent manner until work is complete. Consultant acknowledges that compliance with the commencement and completion schedule is the essence of this Agreement. The terms of Sections 7 and 8 entitled "Compliance with Law" and "Indemnification and Waiver of Liability" respectively, shall survive termination of this Agreement. 11. RENEWAL TERM: Prior to completion of the initial one year term, the City shall have the option at its sole discretion to renew this Agreement for four (4) additional one (1) year renewal terms. Should the City elect to exercise the optional renewal term(s), the terms and conditions set forth in this Agreement shall remain in force full force and effect unless changed by written amendment. Any agreement to increase the annual fees during the optional renewal period(s) shall not exceed the Cost of Living Adjustments ("COLA") based on the Miami-Fort Lauderdale Consumer Price Index for All Urban Consumers ("CPI-U") in effect at the time of negotiations. 12. CONTINGENT ON APPROPRIATION OF FUNDS: The expenditure or advance of any money or the performance of any obligation of the City under this Agreement, including the initial term or any renewal term(s) shall be contingent upon an appropriation for its specific purpose by the City Commission. In recognizing that the City can only receive budget approval for one (1) fiscal year at a time, non-appropriation shall be a legitimate reason to release the City from its performance/payments obligations upon thirty(30) days' written notice to Consultant. J4 C1011-069 Logistics Management Group Agreement for Jazz Fest October 2011 3