Reso 2018-2864 - Laserfiche WebLink

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ii. 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. Under no circumstances shall the Contractor be entitled to incidental, punitive,indirect or consequential damages, including but not - limited to-last revenue or lost profits, as a result of termination of its Services under this Agreement. 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. E. Termination by 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 front 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 front 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 onto 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. A criminal background check will be required for any employee of the Contractor performing Services under this Agreement. The Contractor shall be required to perform the criminal background check at their own sole cost and expense through the City. The Contractor shall ensure that only their properly designated employees listed with the Cite Manager be permitted to perform Services. in the event the designated employees are removed by the Contractor, the Contractor shall immediately notify the City Manager or his designee. Additionally, identification cards will be provided by the City at the Contractor's sole cost and expense. Contractor shall ensure that all designated employees wear the City's provided identification cards while performing Services. C4775-1516-118—ACTION LABOR MANAGEMENT LLC DBA STAFFING CONNECTION Page 7 of 10 S