2005-378 - Laserfiche WebLink

Home Browse Search

(b) The Client shall also be invoiced for and shall pay to the Consultant all taxes, if any, whether state, local, or federal levied with respect to amounts paid hereunder. (5) Method of Payment. (a) Invoices will be submitted by the Consultant to the County and the School District monthly for services performed and expenses incurred. Client is also responsible for payment of any taxes, including sales tax. When the Consultant's compensation is on a lump sum fee basis , the invoices will be based upon the portion of total Services performed at the time of billing . Payment of each such invoice will be in accordance with the Florida Prompt Payment Act. (b) If the Client objects to any charge on an invoice submitted by the Consultant, the Client shall so advise the Consultant in writing giving its reasons within 14 days of receipt of the invoice or all such objections shall be waived, and the amount stated in the invoice shall be conclusively deemed due and owing. (c) The Client agrees that the payment to the Consultant is not subject to any contingency or condition. The Consultant may negotiate payment of any check tendered by the Client, even if the words "in full satisfaction" or words intended to have similar effect appear on the check without such negotiation being an accord and satisfaction of any disputed debt and without prejudicing any right of the Consultant to collect additional amounts from the Client. (6) Use of Documents . All reports , specifications, ordinances , and other work products, hereinafter referred to as "deliverables" developed by the Consultant will become the property of the County and School District and shall be made available at any time upon request to the County and/or School District. Deliverables are not intended or represented to be suitable for use , partial use or reuse by the Client or others on extensions of this project or on any other project. Any modifications made by the Client to any of the Consultant' s documents, or any use , partial use or reuse of the documents without written authorization or adaptation by the Consultant will be at the Client' s sole risk and without liability to the Consultant, and the Client shall indemnify, defend and hold the Consultant harmless from all claims, damages, losses and expenses, including but not limited to attorneys' fees , resulting therefrom. (7) Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven days' written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party, or upon thirty days ' written notice for the convenience of the terminating party. If any material change occurs in the ownership of the Client, the Consultant shall have the right to immediately terminate this Agreement. In the event of any termination, the Consultant will be paid for all services performed to the effective date of termination, all expenses subject to reimbursement, and other reasonable expenses incurred by the Consultant as a result of such termination. If the Consultant's compensation is determined on an hourly basis, the amount payable to the Consultant shall be based on the time spent and expenses incurred on the Project to the effective date of termination. If the Consultant's compensation is a lump sum, the amount payable to the Consultant will be a proportional amount of the total fee based on a ratio of the services done, as reasonably determined by the Consultant, to the total services which were to have been performed. rev 7/05 3