Agenda Package - 08-15-11 - Laserfiche WebLink

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043 TERMS AND CONDITIONS The solicitation, proposer's response and the Purchase Order constitute the entire agreement between the vendor ( "CONTRACTOR ") and the County of Lee ( "COUNTY ") covering the goods and services described herein (the "SERVICES "). Time is of the essence. Pavment to Cona•aetor: The COUNTY agrees to pay at the rates specified for SERVICES satisfactorily performed in accordance with this contract. Unless special arrangements have been agreed to between the COUNTY and the CONTRACTOR, the CONTRACTOR shall submit an itemized invoice to the COUNTY after the performance of SERVICES. Payment will be processed on the 15 of the month if received by the 2 nd of said month contingent upon approval of the invoice by the COUNTY. Said invoice shall include an itemized list by specific waste. 2. Independent Contractor: Both the COUNTY and the CONTRACTOR agree that the CONTRACTOR shall act as an independent contractor and shall not represent itself as an agent or employee of the COUNTY for any purpose in the performance of the CONTRACTOR'S duties under this contract. Accordingly, the CONTRACTOR shall be responsible for payment of all Federal, State and local taxes arising out of the CONTRACTOR'S activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment insurance taxes, and any other taxes or business license fees as required. In performing the SERVICES, the CONTRACTOR is acting as an independent contractor and shall perform SERVICES in accordance with currently approved methods and practice in the CONTRACTOR'S professional capacity and in accordance with the standards of applicable professional organizations and licensing agencies. 3. Force Maieure: Neither parry shall be liable for any delay in or inability to perform its obligations hereunder if immediate notice is given thereof and if the delay or inability is due to any event beyond the reasonable control of such party such as but not limited to, acts of God, fire, flood, storm, explosion, riot, war, strike, or other labor troubles, goverunent orders or regulations or any other circumstances of a like or different nature. 4. Indemnification: The CONTRACTOR guarantees and agrees to indemnify, defend and hold harmless the COUNTY and its elected and appointed officers, agents and employees against any and all loss, liability, damages, claims or costs arising out of defective material and products, faulty work performance, negligent or unlawful acts, and non - compliance with any applicable local, state or federal codes, ordinances, orders or statutes including the Occupational Safety and Health 5