Reso 2011-1724 - Laserfiche WebLink

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the City and the City shall compensate the Contractor for all Services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. 11. Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may reasonably withhold payment to Contractor for the purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. D. Termination bv Contractor. In the event the Contractor abandons this Agreement or causes it to be terminated, then Contractor shall indemnify the City against any loss pertaining to this termination up to a maximum of the full contracted fee amount. 10. FORCE MAJEURE. City and Contractor will be excused from the performance of their respective obligations under this agreement when and to the extent that their performance is delayed or prevented by any circumstances beyond their reasonable control including, fire, flood, explosion, hurricane, strikes or other labor disputes, act of God or public emergency, war, riot, civil commotion, malicious damage, act or omission of any governmental authority, delay or failure or shortage of any type of transportation, equipment, or service from a public utility needed for their performance, provided that: (a) the non-performing party gives the other party prompt written notice describing the particulars of the Force Majeure including, but not limited to, the nature of the occurrence and its expected duration and continues to furnish timely reports thereto during the period of the Force Majeure; (b) the excise of performance is of no greater scope and of no longer duration than is required by Force Majeure; (c) no obligations of either party that arose before the Force Majeure causing the excuse of performance are expected as a result of the Force Majeure; and (d) the non-performance party uses its best efforts to remedy its inability to perform. 11. BACKGROUND CHECKS. The Contractor and all personnel employed by them shall be required, at their sole cost and expense, to pass a criminal background check prior to commencement of Services under this Agreement, and every renewal term thereof. The criminal background check shall consist of a Florida Department of Law Enforcement ("FDLE") Florida Crime Information CenterlNational Crime Information Center ("FCICINCIC") criminal records check. Any employee not meeting this requirement will not be permitted to perform Services under this Agreement. The Contractor shall be required to provide documentation providing compliance with the requirements of this section. CIOII-056 CROSSING GUARDS AGREEMENT Page 7 of liS I 8