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(ii.) Notwithndigg the forgoing, the Co�tac6oc sbaU not be nlievod of liability to the <br />City for damages sustained by it by virtue of a breach of the agreement by Contractor <br />and the City may reasonably withhW payments to Contractor for the purposes of <br />set-off until such time as the exact amount of damW due the City from the <br />Contractor is determined. <br />B. Tw aaiMMM for C at M. The City may, for its convenience and <br />without cause the services then remaining to be pert read at any time by given written <br />notice which shall becom effective ten (10) days following receipt by Contractor. The terms of <br />Paragraphs A(i) and (ii) above shall be applicable hereunder. <br />C. Twninat m for ►. The City also rearm the right to terminate the <br />remaining Services to be performed in the event the Contractor is placed either in voluntary or <br />involuntary bankruptcy or mates any assigmnent for the benefit of creditors. <br />11. ASSIGllY)[ NFM TRANSFM SUB _CONTRAC77 iS The Contractor shall not <br />subcontract, assign or transfer any work under this agmement with the prior written consent of the <br />City. Should the Contractor subcontract any services under this agreement, it shall be done with <br />continued liability for the Contractor. The Contractor shall remain responsible for services, <br />reaponsr'bilities and liabilities of any person or entity acting under Contractor. <br />12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, <br />voluntarily and i®entionally, waive the right which any may have to a jury trial in respect of any <br />action, paoceeding, litigation or counterclaim based hereon or arising out of under, on or in <br />connection with this agreement or any course of conduct, course of dealing, statements (whether <br />verbal or written) or actions of either of party. <br />13. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or <br />controversy arises hereunder then such dispute or controversy shall be settled by arbitration in <br />aceadanoe with the procedures, rules and regulations of the American Arbitration Association. <br />IU decision rendered by the Arbitrator shall be final and binding upon the parties and judgment <br />upon the award rendered by the arbitrator may be entered w any court having jurisdiction <br />Arbitration shall be held in Miami -Dade County, Florida All costs of arbitration and attorneys, <br />foes incurred by the parties shall be paid by the non-prev dit Ply or, if neither party prevails on <br />the whole, each party shall be responsible for a portion of tie costs of arbitration and their <br />respective attorneys' foes as may be determined by the court on confirmation. <br />14. CONFIDENTIAL WFORIKATION. The Contractor shall not, either during the term of <br />this Agucema t or any time for a period of TEN ( l 0) years subsequent to that date upon which the <br />Contractor shall leave the employment of the City for any reason whatsoever, disclose to any <br />person or entity, other than in the discharge of the dirties of the Contractor under this Agreement, <br />any ini+oromstion which the City designates in writing as "confidential." As a violation by the <br />Contractor of the provisions of this Section could cause irreparable injury to the City and there is no <br />adequate remedy at law for swb violation, the City shall have the right, in addition to any other <br />remedies available to it at law or in equity, to enjoin the Contractor in a court of equity for violating <br />such provisiom <br />Page 5 of 8 <br />tj �• <br />CI 112-055 - Tt1E GOODYEAR TIRE AND RUBBER COMPANY �, <br />