Reso 2011-1764 - Laserfiche WebLink

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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. B. Termination for Convenience of City. The City may, for its convenience and without cause terminate the services then remaining to be performed at any time by given written notice which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraphs 10 A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services 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. 11. Governin2 Law. It is agreed that this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Florida. In the event legal proceedings are commenced to enforce the terms of this agreement, venue shall be in Miami-Dade County, Florida. 12. 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. 13. Partial Invaliditv. The invalidity of any portion of this Agreement shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect, if they have been executed by both parties subsequent to the expungement of the invalid provision. 14. Entire A2reement. This agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 15. Modification. Any modification of this Agreement or additional obligations assumed by either party in connection with Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 16. Non-Exclusive Ri2hts. The rights granted to the Contractor hereunder are non- exclusive, and the City reserves the right to enter into agreements with other parties to perform same or similar services. C 10 11-071 Aboard Publishing Agreement Page 3 of 5 -,