Reso 2020-3052 - Laserfiche WebLink

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4 � - • • default.' If the default,.remains uncured after ten (10) days the City ma<< terminate this Agreement,and the City shall receive a refund from the Consultant in an amount equal to the actual cost of a third party to cure such failure. If Consultant fails, refuses or i's unable to perforril any 'terrn of this Agreement, City'Shall-pay for services rendered as of the date of termination, (i.) in the event of termination, all finished and unfinished-documents,'data and _. other work product prepared by Consultant (and sub-Contractor (s)) shall he .delivered to the City and the City shall compensate the Consultant for all Services satisfactorily.performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing; the Consultant shall not be relieved of liability to the City lbr damages sustained by it by virtue ol-a breach of the Agreement by Consultant and the City may reasonably withhold payment to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. 13. Tet:nmivation for Convenience_.of City. The City may, for its convenience and without cause terminate the Services then remaining to be performed at any time by giving Consultant ten (10) days written notice_ The ter3ns of Paragraph .A(i) and Alii) above shall be applicable hereunder. C. Tennination for Insolvency. The City also reserves the right to terminate the remaining Services to be performed in the event the Consultant is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of credi LCirti_ 9. GOVERNING LAW, VENUE, AND WAIVER OF JURY TRIAL. This Agreement shall be interpreted and construed in accordance with and governed by the'laws of the State of Florida. All parties agree and accept that jurisdiction oI'any dispute or controversy arising Out of this Agreement,and any action involving the-enforcement or interpretation of any rights hereunder - shal] be brought exclusively in.the Eleventh Judicial Circuit in and for Miami Dade County, Florida, and venue liar litigation arising Out of this Agreement shall he exclusively-in such state courts; forsaking any other jurisdiction which either party may claim by virtue of its residency or other jurisdictional device. BY EN'I'GRING-INTO'1'1115 ACREEML.NT, CONSULTANT AND • CITY IIER.EBY EXPRESSLY WAIVE ANY RIGH'T'S H I'HER PARTY MAY HAVE TO A TRIAL 13Y JURY OF ANY CRVTT.,LITIGATION RET,.ATEDTO THiS AGREEMENT. Nothing in this Agreement is intended to serve as a waiver of sovereign immunity. or of any other immunity, defense; or privilege enjoyed by the City pursuant to Section 768.28,Florida Statutes. 10, ATTORNEYS' FEES. if any civil action; arbitration or other legal proceeding is brought for the enforcement of this•Agreement, or because of an 'alleged dispute, breach; default or misrepresentation in connection with any provision of this Agreement,the successful or prevailing • 'party shall be entitled to recover reasonable attorneys' fees and costs in that civil .action, arbitration or legal proceeding, in addition to any other relief to which such party or parties• ....._. _----....--_ ..rnav he entitled,....-_..-.. .._ -_. . . ..._...-.--..-- - ...__...__ . _...-. ... .. . .. ..-.-... ._..__._........_ ..-._.._... .-- —_._._._._...._...._._�.._. C6111-1617-04)-r'E'A4 h'INAR{SIAL AI)VISC)RS,I.I.C: 4 3