Reso 2009-1486 - Laserfiche WebLink

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this Agreement shall be in accordance with this Agreement and a proposed fee schedule reflected in Attachment "A". Consultant shall submit invoices on a monthly basis within ten (10) days following the end of each calendar month. City shall pay Consultant only for Services actually performed. The Consultant shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Consultant with the prior written approval of the City. If the City disputes any charges on the invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Consultant. 4. UNDISCLOSED CONDITIONS: In the event that undisclosed conditions are discovered during the performance of this Agreement, the City shall have the right to cancel this Agreement upon ten (10) days written notice to Consultant. Upon termination, the City may re- bid the project if the Consultant fails to perform under this Agreement due to the undisclosed conditions. 5. OWNERSHIP OF DOCUMENTS: The parties agree that all documentation and work product produced pursuant to this Agreement shall become the exclusive property of the City and shall be provided to the City upon request. 6. INDEPENDENT CONSULTANT RELATIONSHIP: It is understood and agreed that nothing contained in this Agreement shall be deemed to create a partnership, joint venture, other association, or an employer/employee relationship between the Consultant and the City. Consultant shall be in the relation of an independent Consultant and is to have entire charge, control and supervision of the work to be performed hereunder. 7. COMPLIANCE WITH LAW: Consultant 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, Consultant 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 Beach (Section 62-16 entitled "Ethics in Public Contracting"). As provided in Section 62-16, Code of the City of Sunny Isles Beach, the City Commission may terminate this Contract for violation of the above-referenced ethical standards. 8. INDEMNIFICATION AND WAIVER OF LIABILITY: The Consultant agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the City, its agents, representatives, officers, directors, officials and employees from and against claims, damages, losses and expenses (including but not limited to attorney's fees, arbitration costs, and costs of appellate proceedings) relating to, arising out of or resulting from any acts, errors, mistakes or omissions of Consultant, or any of its officers, employees, servants, agents or subcontractor, in the performance of this Agreement. C091O- 004 Howard Miller Communications Agreement