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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 <br /> (305) 947-0606 phone (305) 949-3113 Fax <br /> ii Notwithstanding the foregoing, the Contractor 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 Contractor and the City may reasonably withhold payment to Contractor <br /> for the purposes of set-off until such time as the exact amount of damages due <br /> the City from the Contractor 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 <br /> by giving Contractor ten (10)days written notice. In the event of such a termination <br /> without cause, the Contractor shall be compensated for all services performed to <br /> the City's satisfaction and prior to termination. Upon receipt of the notice of <br /> termination for convenience, Contractor shall promptly discontinue all work and, <br /> to the extent indicated on the notice of termination, shall terminate all outstanding <br /> subcontracts and purchase orders as they relate to the terminated portion of the <br /> Contract, shall refrain from placing further orders and/or contracting with <br /> subcontractors, and shall complete any continued portions of the work. The terms <br /> of Paragraph 1.1 1A(i) and 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 Contractor is placed either in <br /> voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br /> creditors. <br /> 1.12. GOVERNING LAW AND ATTORNEYS FEES. It is agreed that this Agreement <br /> shall be governed by, construed and enforced in accordance with the laws of the State of Florida. <br /> Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it becomes <br /> necessary for the City to file a lawsuit to enforce any term or provision under this Agreement and <br /> the City is the prevailing party then the City shall be entitled to its costs and attorney's fees at the <br /> pretrial, trial and appellate levels. <br /> 1.13. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term <br /> of this Agreement or any time for a period of ten (10) years subsequent to that date upon which <br /> the Contractor shall leave the employment of the City for any reason whatsoever, disclose to any <br /> person or entity, other than in the discharge of the duties of the Contractor under this Agreement, <br /> any information which the City designates in writing as "confidential." As a violation by the <br /> Contractor of the provisions of this Section could cause irreparable injury to the City and there is <br /> no adequate remedy at law for such violation, the City shall have the right, in addition to any <br /> other remedies available to it at law or in equity, to enjoin the Contractor from violating such <br /> provisions. <br /> 1.14. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall <br /> be interpreted and construed in accordance with and governed by the laws of the State of Florida. <br /> All parties agree and accept that jurisdiction of any dispute or controversy arising out of this <br /> Agreement, and any action involving the enforcement or interpretation of any rights hereunder <br /> 6830-093 DRC EMERGENCY SERVICES. LLC <br /> 5 <br />