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CONTRACTUAL SERVICES <br />Page 17 of 20 <br />Phone (407) 855-9465 <br />Written notice requirements of this Agreement shall be strictly construed <br />and such requirements are a condition precedent to pursuing any rights or <br />remedies hereunder. Consultant agrees not to claim any waiver by City <br />of such notice requirements based upon City having actual knowledge, <br />implied, verbal or constructive notice, lack of prejudice or any other <br />grounds as a substitute for the failure of Consultant to comply with the <br />express written notice requirements herein. Computer notification (e-mails <br />and message boards) do not constitute proper "written notice" under the <br />terms of the Agreement. <br />12. FORCE MAJUERE: <br />In the event any Act of God, civil commotion, riot, war, weather, natural disaster, <br />industrial action, or any other circumstances over which Consultant has no control, <br />causes cessation of or substantial interference with the performance of the <br />Services hereunder for a period in excess of six (6) consecutive months, the duty <br />of Consultant to provide the Services shall have ceased unless reasonable <br />compensation for resumption of the Services is agreed to by the parties. <br />13. FAIR OPERATION OF AGREEMENT: <br />In entering this Agreement, City and Consultant recognize that it is impracticable . <br />to make provisions for every contingency, which may arise during the term of the <br />Agreement. City and Consultant concur in the principle that the agreement shall <br />operate between them with fairness and without undue detriment to a substantial <br />interest of either City or Consultant and if, in the course of the performance of the <br />Agreement an infringement of this principle is anticipated or disclosed, then City <br />and Consultant shall promptly consult together in good faith in an endeavor to <br />agree upon such action as may be necessary to remove the cause or causes of <br />such infringement. <br />14. INDEPENDENT CONTRACTORS: <br />A. Consultant and each sub-consultant are, and while performing the Project <br />Services will continue to be, independent contractors. <br />B. Consultant shall not be an agent of the City, except as may be otherwise <br />expressly provided herein, and only to the extent so provided. <br />C. Consultant's employees and sub-consultant employees are not, and while <br />performing any of the Project Services they shall not be deemed to be, <br />employees of the City. <br />