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10. TERMINATION. <br /> A. If, through any cause within the reasonable control the Contractor shall fail to fulfill <br /> in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to <br /> this agreement, the City shall have the right to terminate the services then remaining to be <br /> performed. Prior to the exercise of its option to terminate for cause, the City shall notify the <br /> Contractor of its violation of the particular terms of the agreement and grant Contractor ten (10) <br /> days to cure such default. If the default remains uncured after ten (10)days the City may terminate <br /> this agreement <br /> (i.) In the event of termination, all finished and unfinished documents, data and other <br /> work product prepared by Contractor (and sub Contractor(s)) shall be delivered to <br /> the City and the City shall compensate the Contractor for all services satisfactorily <br /> performed prior to the date of termination, as provided in Paragraph 5 herein. <br /> (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the <br /> City for damages sustained by it by virtue of a breach of the agreement by Contractor <br /> and the City may reasonably withhold payments to Contractor for the purposes of <br /> set-off until such time as the exact amount of damages due the City from the <br /> 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 by given written <br /> notice which shall become effective ten (10) days following receipt by Contractor. The terms of <br /> Paragraphs A(i)and (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 voluntary or <br /> involuntary bankruptcy or makes any assignment for the benefit of creditors. <br /> 11. ASSIGNMENTS, TRANSFERS, SUBCONTRACTING. The Contractor shall not <br /> subcontract, assign or transfer any work under this agreement with the prior written consent of the <br /> City. Should the Contractor subcontract any services under this agreement, it shall be done with <br /> continued liability for the Contractor. The Contractor shall remain responsible for services, <br /> responsibilities and liabilities of any person or entity acting under Contractor. <br /> 12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, <br /> voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any <br /> action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in <br /> connection with this agreement or any course of conduct, course of dealing, statements (whether <br /> verbal or written) or actions of either of party. <br /> 13. GOVERNING LAW, VENUE, AND ATTORNEYS FEES. It is agreed that this <br /> Agreement shall be governed by, construed and enforced in accordance with the laws of the State of <br /> Florida. Venue for any legal proceeding shall be in Miami Dade County, Florida. In the event it <br /> becomes necessary for the City to file a lawsuit to enforce any term or provision under this <br /> Page 5 of 9 <br /> C0719-094-THE GOODYEAR TIRE AND RUBBER COMPANY <br />