Reso 2008-1231 - Laserfiche WebLink

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1.14. TERMINATION. If, through any cause within reasonable control, the Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this Agreement, the City shall have the right to terminate the work then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Contractor of its violation of the particular terms of the Agreement and grant Contractor ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this Agreement. In the event of termination, all finished and unfinished documents, data and other work product prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall compensate the Contractor for all Work satisfactorily performed prior to the date of termination. The City may also terminate this Agreement based on Contractor's failure to perform the scope of services by the estimated end date of July 1, 2008, provided such delay is not caused by any government agencies, labor disputes, fire, unavoidable casualties, or unforeseen conditions. In the event of such termination, the City reserves the right to hire another contractor to complete the work not performed and/or unsatisfactorily performed by Contractor, and to hold Contractor responsible for payment of such services rendered. 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. The City may, for its convenience and without cause terminate the work then remaining to be performed at any time by giving Contractor seven (7) days written notice. In such case, the Contractor shall be paid for all work executed and accepted by the city as of the date of the termination. No payment shall be made for work which has not been performed. The City also reserves the right to terminate the remammg work 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. Under no circumstances will the Contractor be entitled to the recovery of any consequential damages or lost profits against the City. 1.15. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordance with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. Page 7 of II