Reso 2008-1324 - Laserfiche WebLink

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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phone (305) 949-3113 Fax The parties agree that ONE HUNDRED DOLLARS ($100,00) represents specific consideration to the Consultant for the indemnification set forth in this Agreement. The Consultant hereby acknowledges receipt of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration from the City in exchange for giving the City the indemnification provided herein. lO, 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 sLlch attempted assignment or delegation shall be deemed of no legal force and effect whatsoever. 11. TERM: Subject to the provisions relating to the termination of this Agreement as set forth hereunder, the term of this Agreement shall begin upon the execution of this Agreement and shall end upon completion of said project. The term of this Agreement may be extended for an additional term at the option of the City. 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 8 and 9 entitled "Compliance with Law" and "Indemnification and Waiver of Liability" respectively, shall survive termination of this Agreement. 12. TERMINATION: A. Termination for Cause. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed, Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement. (i). In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 3 herein. (ii). Notwithstanding the foregoing, the Consultant shall not be relieved ofliability to the City for damages sustained by it by virtue of a breach of the agreement by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined, 5 C0708-092 L1VS ASSOCIATES AGREEMENT S \