HPB Reso 2010-12 - Laserfiche WebLink

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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 (305) 947 -0606 phone (305) 949 -3113 Fax 11. Termination for convenience. The City may terminate this Agreement at any time by giving at least fifteen (15) days written notice to the Consultant. If this Agreement is terminated as provided herein, the Consultant will be paid for their reasonable costs and expenses incurred up to the date of termination. 12. Records and Audits. The Consultant shall maintain records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary to assure proper accounting for all project funds. These records will be made available for audit purposes to the City and will be retained for three (3) years after the expiration of this Agreement. 13. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this agreement, or the waiver of any breach of any of the terms and conditions of this agreement, shall not be construed as thereafter waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 14. Governing law. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Florida. Venue for any legal proceedings shall be in Miami -Dade County Florida. 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. 16. Partial Invalidity. 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 as if they had been executed by both parties subsequent to the expunging of the invalid provision. 17. Entire Agreement. 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. 3