Reso 2002-431 - Laserfiche WebLink

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8 !n,.tt\~, ';,~ SOUTH FLORIDA WATER MANAGEMENT DISTRICT EXIllBIT "B" GENERAL TERMS AND CONDITIONS acceptance of services and/or deliverable(s) reqUired by this AGREEMENT. However, failure by the CITY to follow the foregoing instructions and submit acceptable services and or deliverables(s) may result in an unavoidable delay of payment by the DISTRICT. 3.4 Unless otherwise stated herein, the DISTRICT shall not pay for any obligation or expenditure made by the CITY prior to the commencement date of this AGREEMENT. ARTICLE 4 - PROJECT MANAGEMENTI NOTICE 4.1 The parties shall direct all technical matters arising in connection with the performance of this AGREEMENT, other than invoices and notices, to the attention of the respective Project Managers specified on Page 1 of the AGREEMENT for attempted ", resolution or action. The Project Managers shall be responsible for overall coordination and oversight relating to the performance of this AGREEMENT. The CITY shall direct all administrative matters, including invoices and notices, to the attention of the DISTRICT's Contract Administrator specified on Page 1 of the AGREEMENT. All formal notices between the parties under this AGREEMENT shall be in writing and shall be deemed received if sent by certified mail, return receipt requested, to the respective addresses specified on Page 1 of the AGREEMENT. The CITY shall also provide a copy of all notices to the DISTRICT's Project Manager. All notices required by this AGREEMENT shall be considered delivered upon receipt. Should either party change its address, written notice of such new address shall promptly be sent to the other party. All correspondence to the DISTRICT under this AGREEMENT shall reference the DISTRICT's Contract Number specified on Page 1 of the AGREEMENT. ARTICLE 5 - INSURANCE 5.1 The CITY assumes any and all risks of personal injury, bodily injury and property damage attributable to the negligent acts or omissions of the CITY and the officers, employees, servants, and agents thereof. The CITY warrants and represents that it is self-funded for Worker's compensation and liability insurance, covering at a minimum bodily injury, personal injury and property damage with protection being applicable to the CITY's officers, employees, servants and agents while acting within the scope of their employment during performance under this AGREEMENT. The CITY and the DISTRICT further agree that nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense available to such party under the laws of the State of Horida; (2) the consent of the State of Horida or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State of Horida beyond the waiver provided in Section 768.28, Florida Statutes. ,5.2, In the event the CITY subcontracts any part or all of the work hereunder to any third party, the CITY shall require each and every subcontractor to identify the DISTRICT as an additional insured on all insurance policies as required by the CITY. Any contract a warded by the CITY for work under this AGREEMENT shall include a provision whereby the CITY's subcontractor agrees to defend, indemnify, and pay on behalf, save and hold the DISTRICT harmless from all damages arising in connection with the CITY's subcontract. ARTICLE 6 - TERMINATIONIREMEDIES 6.1 'If either party fails to fulfill its obligations under this AGREEMENT in a timely and proper manner, the other Party shall have the right to terminate this AGREEMENT by giving written notice of any deficiency. The party in default shall then have ten (10) calendar days from receipt of notice to correct the deficiency. If the defaulting party fails to correct the deficiency within this time, the non-defaulting party shall have the option to terminate this AGREEMENT at the expiration of the ten (10) day time period. Should the DISTRICT elect to terminate for default in accordance with this provision, the DISTRICT shall be entitled to recover reprocurement costs, in addition to all other remedies under law and/or equity. 6.2 The DISTRICT may terminate this Page 2 of 8, Exhibit "B" Contract File:\City.doc 02/12/02