Reso 2012-1871 - Laserfiche WebLink

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City of SUIIIIY Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947-0606 phonc (305) 949-3113 Fax obligations under this Agreement shall bc subject to a capped limitation of Twenty Five Million Dollars ($25,000,000.00) which represents the commercial general liability ("CGL") insurance coverage maintained by Consultant. However, the partics furthcr agree that this agreed upon capped limitation of Twenty Five Million Dollars ($25,000,000.00) shall not apply to claims and losses arising from or that may bc alleged to have risen from gross ncgligence or willful misconduct of the Consultant's, its agents or employees or any other pcrsonal entity acting wIder Consultant's control, in connection with thc Consultant's pcrformance of Services under this Agreement. Thc parties agree that ten percent (I 0%) of the total compensation is a specific consideration from the City to the Consultant for its indemnity, defense and hold harmless obligations under this Agreement. 9. TER1VlINATION. A. If, through any cause within the reasonablc eontrol of the Consultant the Consultant shall fail to fulfill in a timcly manner or otherwise violate any of the covenants, agreemcnts, or stipulations material to this Agreement, the City shall have the right to terminate the services then rcmaining to bc performed. Prior to the exercise of its option to terminate for cause, the City shall notifY thc Consultant in writing ofits violation of the particular terms of thc Agreemcnt and grant Consultant ten (10) days to cure such default. If the default rcmains uncured after ten (10) days the City may terminate this Agreemcnt (i.) In the event of termination, all finished and unfmished documents, data and other work product prepared by Consultant shall be delivered to thc City and the City shall compensate the Consultant for all Services satisfactorily performed prior to the date of termination as provided in Section 4 above. (ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to thc City for damages sustained by virtue of a breach of the Agreemcnt by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. (iii.) After rcceipt of a Termination Notice and except as otherwise directed by the City, the Consultant shall: 1. Stop work on the date and to the extent specified; 2. Terminate and settlc all orders and subcontracts relating to the performance of the terminatcd work; 3. Transfer all work in process, completcd work and othcr materials related to the terminated work to the City; and 4. Continue and complete all parts of that work that have not becn terminatcd. Ct 112-013 SECURITY CONSULTANT AGREEME:-IT Page 5 of9 , ,