Reso 2019-2970 - Laserfiche WebLink

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12. RECORDS, Contractor shall keep books and records and require any and all subcontractors to keep books and records as may be necessary- in order to record complete and correct envies as to personnel hours charged to this Agreement, and any expenses for which Contractor expects to be reimbursed. Such books and records shall be made available at all reasonable times For examination and audit by City and shall be kept for a period of three (3) years.after the completion of all Services performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be ernunds for disallowance by City of any fees or expenses based upon such entries. • 13. COMPLIANCE WiTh PIJKIC RECORDS. Pursuant to Chapter 1l9, Florida Statutes, Florida's Public Records Ire's, Contractor shall maintain and make available for inspection any and all business records generated pursuant to this Agreement as required by law. • 14. COMPLIANCE WITH LAWS. Contractor shall comply with all laws, regulations and 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 permits; 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- )6 entitled"Ethics in Public ContractinQ," As provided in Section 62-I6,Code of the City of Sunny Isles, the City Commission may terminate this Contract for violation of the above-referenced ethical standards. 15, ASS1 LAMENT. 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 ohtaining the City's consent in writing, Any such attempted assiermrent or delegation shall be deemed of no legal force and effect whatsoever. 16. GOVERNING LAW, VENUE AND ATTORNEYS FEES. It is agreed that this Agreentent • shall be governed by, construed and enforced in accordance with the laws of the State of Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes necessary for the City to file a lawsuit to enforce arty term or provision under Ibis Agreement and the City is the prevailir:g party then the City shall be entitled to its costs and attorney-'s fees at the pretrial, trial and appellate levels. 47. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the terns of this Agreement or any time for a•period of TEN(10)years subsequent to that date upon which the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any person or entity,other than in the discharge of the duties of the Contractor under this Agreement;any information which the City designates in writing as"confidential." As a violation by the Contractor of the provisions of this Section could cause irreparable injury to the City and there is no adequate remedy at law for such %'iolatinn,the City shall have the right; in addition to arty other remedies available to it at law or in equity,to enjoin the Contractor in a court of equity for violating such provisions. IS, • NOTICES. All notices and other communications required or permitted to be given under this Agreement by either parry to the ocher shall be in writing and shall be sent(except as otherwise provided - herein) (1) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by ,r.uaranteed overnight deliver' by a nationally recognized courier service, or (iii) by facsimile With confirmation receipt (with a copy simultaneously scat by certified or registered mail, first class Hostage C4775.I516.l l S-ACTION 1.113014. N'AGEMENT LLC DIM Si"41FI=1\Q CONNECTION Pegc 3 o110 S 1