Reso 2011-1792 - Laserfiche WebLink

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- 7. 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. 8. RELATION TO PARTIES: 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. 9. 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, Consultants 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 62-16 entitled "Ethics in Public Contracting." As provided in Section 62-16, Code of the City of Sunny Isles, the City Commission may terminate this Contract for violation of the above-referenced ethical standards. 10. DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS. Consultant agrees to defend, indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant , agents or other personal entity acting under Consultant's control in connection with the Consultant's performance of Services under this Agreement and to that extent the Consultant shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Consultant for this indemnity. 11. 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. 12. ARBITRA TION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. BELL DAVID Planning & Zoning Services Page 4 of 6 ~" i. "\ "" :.;; (". C ! ~~