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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 giving 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. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or <br />controversy arises hereunder then such dispute or controversy shall be settled by arbitration in <br />accordance with the procedures, rules and regulations of the American Arbitration Association. <br />The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment <br />upon the award rendered by the arbitrator may be entered in any court having jurisdiction. <br />Arbitration shall be held in Miami -Dade County, Florida. All costs of arbitration and attorneys' <br />fees incurred by the parties shall be paid by the non - prevailing party or, if neither party prevails on <br />the whole, each party shall be responsible for a portion of the costs of arbitration and their <br />respective attorneys' fees as may be determined by the court on confirmation. <br />14. CONFIDENTIAL INFORMATION. The Contractor shall not, either during the term of <br />this Agreement or any time for a period of TEN (10) years subsequent to that date upon which the <br />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 no <br />adequate remedy at law for such violation, the City shall have the right, in addition to any other <br />Page 5 of 8 <br />C1112 -056 -JOHN CHURCHILL <br />