Laserfiche WebLink
<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 payments <br />to Contractor for the purposes of set-off until such time as the exact <br />amount of damages due the City from the Contractor is determined. <br /> <br />B. Termination for Convenience of City. The City may, for its convenience <br />and without cause terminate the services then remaining to be performed at any time by <br />given written notice which shall become effective ten (10) days following receipt by <br />Contractor. The terms of Paragraphs 10 A(i) and (ii) above shall be applicable hereunder. <br /> <br />C. Termination for Insolvencv. The City also reserves the right to terminate <br />the 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 creditors. <br /> <br />11. Governine Law. It is agreed that this Agreement shall be governed by and <br />construed and enforced in accordance with the laws of the State of Florida. In the event <br />legal proceedings are commenced to enforce the terms of this agreement, venue shall be <br />in Miami-Dade County, Florida. <br /> <br />12. Arbitration. It is the intention of the parties that whenever possible, if a dispute <br />or controversy arises hereunder then such dispute or controversy shall be settled by <br />arbitration in accordance with the procedures, rules and regulations of the American <br />Arbitration Association. The decision rendered by the Arbitrator shall be final and <br />binding upon the parties and judgment upon the award rendered by the arbitrator may be <br />entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade <br />County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall <br />be paid by the non-prevailing party or, if neither party prevails on the whole, each party <br />shall be responsible for a portion of the costs of arbitration and their respective attorneys' <br />fees as may be determined by the court on confirmation. <br /> <br />13. Partial Invalidity. The invalidity of any portion of this Agreement shall not be <br />deemed to affect the validity of any other provision. If any provision of this Agreement is <br />held to be invalid, the parties agree that the remaining provisions shall be deemed to be in <br />full force and effect, if they have been executed by both parties subsequent to the <br />expungement of the invalid provision. <br /> <br />14. Entire Aereement. This agreement shall constitute the entire agreement between <br />the parties and any prior understanding or representation of any kind preceding the date <br />of this Agreement shall not be binding upon either party except to the extent incorporated <br />in this Agreement. <br /> <br />15. Modification. Any modification of this Agreement or additional obligations <br />assumed by either party in connection with Agreement shall be binding only if placed in <br />writing and signed by each party or an authorized representative of each party. <br /> <br />tJ/J /oj;gjoD <br /> <br />C0809-002 Stern Bloom Media Agreement for City Guide <br /> <br />3 <br />