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default. If the default remains uncured after ten (10) days the City may terminate <br /> this Agreement,and the City shall receive a refund from the Consultant in an amount <br /> equal to the actual cost of a third party to cure such failure. If Consultant fails, <br /> refuses or is unable to perform any term of this Agreement, City shall pay for <br /> services rendered as of the date of termination. <br /> (i.) In the event of termination, all finished and unfinished documents, data and <br /> other work product prepared by Consultant (and sub-Contractor (s)) shall be <br /> delivered to the City and the City shall compensate the Consultant for all <br /> Services satisfactorily performed prior to the date of termination, as provided <br /> in Paragraph 4 herein. <br /> (ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability <br /> to the City for damages sustained by it by virtue of a breach of the Agreement <br /> by Consultant and the City may reasonably withhold payment to Consultant for <br /> the purposes of set-off until such time as the exact amount of damages due the <br /> City from the Consultant is determined. <br /> B. Termination for Convenience of City. The City may, for its convenience and <br /> without cause terminate the Services then remaining to be performed at any time by <br /> giving Consultant ten (10) days written notice. The terms of Paragraph A(i) and <br /> A(ii) above shall be applicable hereunder. <br /> C. Termination for Insolvency. The City also reserves the right to terminate the <br /> remaining Services to be performed in the event the Consultant is placed either in <br /> voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br /> creditors. <br /> 9. GOVERNING LAW, VENUE, AND WAIVER OF JURY TRIAL. This Agreement <br /> shall be interpreted and construed in accordance with and governed by the laws of the State of <br /> Florida. All parties agree and accept that jurisdiction of any dispute or controversy arising out of <br /> this Agreement, and any action involving the enforcement or interpretation of any rights hereunder <br /> shall be brought exclusively in the Eleventh Judicial Circuit in and for Miami Dade County, <br /> Florida, and venue for litigation arising out of this Agreement shall be exclusively in such state <br /> courts, forsaking any other jurisdiction which either party may claim by virtue of its residency or <br /> other jurisdictional device. BY ENTERING-INTO THIS AGREEMENT, CONSULTANT AND <br /> CITY HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A <br /> TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS AGREEMENT. Nothing <br /> in this Agreement is intended to serve as a waiver of sovereign immunity, or of any other <br /> immunity, defense, or privilege enjoyed by the City pursuant to Section 768.28, Florida Statutes. <br /> 10. ATTORNEYS' FEES. If any civil action,arbitration or other legal proceeding is brought <br /> for the enforcement of this Agreement, or because of an alleged dispute, breach, default or <br /> misrepresentation in connection with any provision of this Agreement,the successful or prevailing <br /> party shall be entitled to recover reasonable attorneys' fees and costs in that civil action, <br /> arbitration or legal proceeding, in addition to any other relief to which such party or parties <br /> may be entitled. <br /> C6411-1617-040-PFM FINANCIAL ADVISORS.LLC 4 S <br /> iir <br />