MBHA letterobligation to indemnify the City of Miami Beach and its officers, employees
and agents, from and against any actions or claims which arise or are alleged
to have arisen from negligent acts or omissions or other wrongful conduct of
the City and its officers, employees and agents. The parties each agree to
give the other party prompt notice of any claim coming to its knowledge that in
any way directly or indirectly affects the other party.
4.6 TERMINATION. SUSPENSION AND SANCTIONS
4.6.1 Termination for Cause
If 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 thereupon have the right to terminate the Services then remaining to
be performed. Prior to exercising its option to terminate for cause, the City shall
notify the Consultant of its violation of the particular terms of this Agreement and
shall grant Consultant seven (7) days to cure such default. If such default remains
uncured after seven (7) days, the City, upon three (3) days' notice to Consultant,
may terminate this Agreement and the City shall be fully discharged from any and
all liabilities, duties and terms arising out of/or by virtue of this Agreement.
Notwithstanding the above, the Consultant shall not be relieved of
liability to the City for damages sustained by the City by any breach of the
Agreement by the Consultant. The City, at its sole option and discretion, shall
additionally be entitled to bring any and all legal/equitable actions that it deems to
be in its best interest in order to enforce the City's right and remedies against the
defaulting party. The City shall be entitled to recover all costs of such actions,
including reasonable attorneys' fees. To the extent allowed by law, the defaulting
party waives its right to jury trial and its right to bring permissive counter claims
against the City in any such action.
4.6.2 Termination for Convenience of Citv
THE CITY MAY ALSO, FOR ITS CONVENIENCE AND WITHOUT
CAUSE, TERMINATE THE SERVICES THEN REMAINING TO BE PERFORMED
AT ANY TIME DURING THE TERM HEREOF BY GIVING WRITTEN NOTICE TO
CONSULTANT OF SUCH TERMINATION, WHICH SHALL BECOME EFFECTIVE
FIFTEEN (15) DAYS FOLLOWING RECEIPT BY THE CONSULTANT OF THE
WRITTEN TERMINATION NOTICE. IN THAT EVENT, ALL FINISHED OR
UNFINISHED DOCUMENTS AND OTHER MATERIALS, AS DESCRIBED
AND/OR CONTEMPLATED IN SECTION 2 AND EXHIBIT "A" HERETO SHALL
BE PROPERLY ASSEMBLED AND DELIVERED TO THE CITY AT
CONSULTANT'S SOLE COST AND EXPENSE. IF THE AGREEMENT IS
TERMINATED BY THE CITY AS PROVIDED IN THIS SUBSECTION,
CONSULTANT SHALL BE PAID FOR ANY SERVICES SATISFACTORILY
PERFORMED, AS DETERMINED BY THE CITY AT ITS DISCERTION, UP TO
THE DATE OF TERMINATION.
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4.6.3 Termination for Insolvency
The City also reserves the right to terminate the Agreement in the event
the Consultant is placed either in voluntary or involuntary bankruptcy or makes an
assignment for the benefit of creditors. In such event, the right and obligations for
the parties shall be the same as provided for in Section 4.6.2.
4.6.4 Sanctions for Noncompliance with Nondiscrimination Provisions
In the event of the Consultant's noncompliance with the
nondiscrimination provisions of this Agreement, the City shall impose such
sanctions as the City or the State of Florida may determine to be appropriate,
including but not limited to, withholding of payments to the Consultant under the
Agreement until the Consultant complies and/or cancellation, terrnination or
suspension of the Services. In the event the City cancels or terminates the
Services pursuant to this Subsection the rights and obligations of the parties shall
be the same as provided in Section 4.6.2.
4.7 CHANGES AND ADDITIONS
Changes and additions to the Agreement shall be directed by a written
amendment signed by the duly authorized representatives of the City and Consultant.
No alteration, change, or modification of the terms of this Agreement shall be valid
unless amended in writing, signed by both parties hereto, and approved by the City.
4.8 AUDIT AND INSPECTIONS
At any time during normal business hours and as often as the City may
deem necessary, there shall be made available to the City and/or such
representatives as the City may deem to act on its behalf, to audit, examine and
make audits of all contracts, invoices, materials, payrolls, records of personnel,
conditions of employment and other data relating to all matters covered by this
Agreement. Consultant shall maintain any and all records necessary to document
compliance with the provisions of this Agreement.
4.9 ACCESS TO RECORDS
Consultant agrees to allow access during normal business hours to all
financial records to the City and/or such authorized representatives as it may deem
to act on its behalf, and agrees to provide such assistance as may be necessary to
facilitate financial audit by the City or its representatives when deemed necessary to
insure compliance with applicable accounting and financial standards. Consultant
shall allow access during normal business hours to all other records, forms, files,
and documents which have been generated in pertormance of this Agreement, to
those personnel as may be designated by the City.
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