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<br />set-off until such time as the exact amount of damages due the City from the <br />Contractor is determined. <br /> <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 given written notice which <br />shall become effective thirty (30) days following receipt by Contractor. The terms of Paragraphs 12 A(i) <br />and (ii) shall be applicable hereunder. <br /> <br />C. Termination for Insolvency. The City also reserves the right to terminate the remaining <br />services to be performed in the event the Contractor is placed either in voluntary or involuntary <br />bankruptcy or makes any assignment for the benefit of creditors. <br /> <br />13. NOTICES: All notices and other communications required or permitted to be given under this <br />Agreement by either party to the other shall be in writing and shall be sent (except as otherwise provided <br />herein) (i) by certified or registered mail, first class postage prepaid, return receipt requested, (ii) by <br />guaranteed overnight delivery by a nationally recognized courier service, or (iii) by facsimile with <br />confirmation receipt (with a copy simultaneously sent by certified or registered mail, first class postage <br />prepaid, return receipt requested or by overnight delivery by traditionally recognized courier service), <br />addressed to such party as follows: <br /> <br />If to the City: A. John Szerlag Hans Ottinot, Esq. <br /> City Manager City Attorney <br /> City of Sunny Isles Beach City of Sunny Isles Beach <br /> 18070 Collins Ave. 18070 Collins A venue <br /> Fourth Floor Fourth Floor <br /> Sunny Isles Beach, Florida 33160 Sunny Isles Beach, Florida 33160 <br /> Ph: 305-792-1701 Ph: 305-792-1702 <br />If to the Contractor: Christina A. Aderinokun, Mailing Address: <br /> President <br /> Kemp Group International Kemp Group International <br /> Corporation Corporation <br /> 2111 SW 60 Way P.O. Box 471614 <br /> Miramar, FL 33023 Miramar, Florida 33023 <br /> Ph: 954-437-7294 <br /> Fax: 954-437-8952 <br /> <br />14. GOVERNING LAW: The validity of this Agreement and the interpretation and <br />performance of all of its terms shall be construed and enforced in accordance with the laws of the State of <br />Florida, without regard to principles of conflict of laws thereof. The location of any legal action or <br />proceeding commenced under or pursuant to this Agreement shall be in Miami-Dade County, Florida. <br /> <br />Page 4 <br /> <br />C0708-065 CROSSING GUARDS - KEMP GROUP INTERNATIONAL CORP. AGREEMENT <br />