Laserfiche WebLink
City shall receive a refund from the Contractor in an amount equal to the actual cost <br />of a third party to cure such failure. If Contractor fails, refuses or is unable to <br />perform any term of this Agreement, City shall pay for services rendered as of the <br />date of termination. <br />(i.) In the event of termination, all finished and unfinished documents, data and <br />other work product prepared by Contractor shall be delivered to the City and the City <br />shall compensate the Contractor for all Services satisfactorily performed prior to the <br />date of termination. <br />(ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of <br />liability to the City for damages sustained by it by virtue of a breach of the <br />Agreement by Contractor and the City may reasonably withhold payment to <br />Contractor for the purposes of set-off until such time as the exact amount of damages <br />due the City from the Contractor is determined. <br />B. Termination for Convenience of City. The City may, for its convenience and without <br />cause terminate the Services then remaining to be performed at any time by giving <br />Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) <br />above shall be applicable hereunder. <br />C. Termination for Insolvency. The City also reserves the right to terminate the <br />remaining Services to be performed in the event the Contractor is placed either in <br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br />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. GOVERNING LAW, VENUE, ATTORNEYS FEES AND WAIVER OF JURY <br />TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by <br />the laws of the State of Florida. All parties agree and accept that jurisdiction of any dispute or <br />controversy arising out of this Agreement, and any action involving the enforcement or <br />interpretation of any rights hereunder shall be brought exclusively in the Eleventh Judicial Circuit <br />in and for Miami Dade County, Florida, and venue for litigation arising out of this Agreement shall <br />be exclusively in such state courts, forsaking any other jurisdiction which either party may claim by <br />virtue of its residency or other jurisdictional device. In the event it becomes necessary for the City <br />to file a lawsuit to enforce any term or provision under this Agreement and the City is the prevailing <br />party then the City shall be entitled to its costs and attorney's fees at the pretrial, trial and appellate <br />levels. BY ENTERING INTO THIS AGREEMENT, CONTRACTOR AND CITY HEREBY <br />EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF <br />ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing in this Agreement is <br />intended to serve as a waiver of sovereign immunity, or of any other immunity, defense, or <br />privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. <br />Page 6 of 15 <br />THE GOODYEAR TIRE AND RUBBER COMPANY <br />