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10. TERMINATION. <br />A. If; through any cause within the reasonable control the Contractor shall fail to fulfill <br />in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to <br />this agreement, the City shall have the right to terminate the services then remaining to be <br />performed. Prior to the exercise of its option to terminate for cause, the City shall notify the <br />Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) <br />days to cure such default. If the default remains uncured after ten (10) days the City may terminate <br />this agreement <br />(i.)In the event of teruiination,ali finished and unfinished docu,i;ents, data and Other <br />work product prepared by Contractor (and sub Contractor(s)) shall be delivered to <br />the City and the City shall compensate the Contractor for all services satisfactorily <br />performed prior to the date of termination, as provided in Paragraph 5 herein. <br />(ii.) Notwithstanding the foregoing, the Contractor shall not be relieved 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 withhold payments to Contractor for the purposes of <br />set-off until such time as the exact amount of damages due the City from the <br />Contractor is determined. <br />B. Termination for Convenience of City. The City may, for its convenience and <br />without cause terminate the services then remaining to be performed at any time by given written <br />notice which shall become effective ten (10) days following receipt by Contractor. The terms of <br />Paragraphs A(i) and (ii) above shall be applicable hereunder. <br />C. Termination for Insolvenev. The City also reserves 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 makes any assignment for the benefit of creditors. <br />11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not <br />subcontract, assign or transfer any work under this agreement 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 />responsibilities 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 intentionally, waive the right which any may have to a jury trial in respect of any <br />action, proceeding, 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. GOVERNING LAW, VENUE, AND ATTORNEYS FEES. It is agreed that this <br />Agreement shall be governed by, construed and enforced in accordance with the laws of the State of <br />Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it <br />becomes necessary for the City to file a lawsuit to enforce any term or provision under this <br />Pace 5 of 9 <br />C0719-094 -THE GOODYEAR TIRE AND RUBBER COMPANY <br />