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<br />ARTICLE 16. TERMINATION. If, through any cause within reasonable control, the <br />Contractor shall fail to fulfill in a timely manner or otherwise violate any of the covenants, <br />agreements or stipulations material to this Agreement, the City shall have the right to terminate <br />the Work then remaining to be performed. Prior to the exercise of its option to terminate for <br />cause, the City shall notify the Contractor of its violation of the particular terms of the <br />Agreement and grant Contractor ten (10) days to cure such default. If the default remains <br />uncured after ten (10) days the City may terminate this Agreement. <br /> <br />In the event of termination, all finished and unfinished documents, data and other work product <br />prepared by Contractor (and sub Contractor(s)) shall be delivered to the City and the City shall <br />compensate the Contractor for all Work satisfactorily performed prior to the date of termination. <br />Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for <br />damages sustained by it by virtue of a breach of the Agreement by Contractor and the City may <br />reasonably withhold payment to Contractor for the purposes of set-off until such time as the <br />exact amount of damages due the City from the Contractor is determined. <br /> <br />Termination for Convenience of City. The City may, for its convenience and without cause <br />terminate the Services then remaining to be performed at any time by giving Contractor ten (10) <br />days written notice. The terms of this Article, paragraph two above, shall be applicable <br />hereunder. <br /> <br />Termination for Insolvency. The City also reserves the right to terminate the remammg <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. The terms of this Article, <br />paragraph two above, shall be applicable hereunder. <br /> <br />ARTICLE 17. ARBITRATION. It is the intention of the parties that whenever <br />possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be <br />settled by 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 binding upon <br />the parties and judgment upon the award rendered by the arbitrator may be entered in any court <br />having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of <br />arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, <br />if neither party prevails on the whole, each party shall be responsible for a portion of the costs of <br />arbitration and their respective attorneys' fees as may be determined by the court on <br />confirmation. <br /> <br />ARTICLE 18. CONFIDENTIAL INFORMATION. The Contractor shall not, either <br />during the term of this Agreement or any time for a period of TEN (10) years subsequent to that <br />date upon which the Contractor shall leave the employment of the City for any reason <br />whatsoever, disclose to any person or entity, other than in the discharge of the duties of the <br />Contractor under this Agreement, any information which the City designates in writing as <br />"confidential." As a violation by the Contractor of the provisions of this Section could cause <br />irreparable injury to the City and there is no adequate remedy at law for such violation, the City <br />shall have the right, in addition to any other remedies available to it at law or in equity, to enjoin <br />the Contractor in a court of equity for violating such provisions. <br /> <br />CIOll-027 Agreement <br /> <br />Page 5 <br /> <br />SIB <br />