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<br />- <br /> <br />(i). In the event of termination, all finished and unfinished documents, data <br />and other work product prepared by Consultant (and sub consultant(s)) shall be delivered <br />to the City and the City shall compensate the Consultant for all services satisfactorily <br />performed prior to the date of termination, as provided in Paragraph 3 herein. <br /> <br />(ii). Notwithstanding the foregoing, the Consultant shall not be relieved of <br />liability to the City for damages sustained by it by virtue of a breach of the agreement by <br />Consultant and the City may reasonably withhold payments to Consultant for the <br />purposes of set-off until such time as the exact amount of damages due the City from the <br />Consultant is determined. <br /> <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 Consultant. The terms of <br />Paragraph IIA(i) and (ii) shall be applicable hereunder. <br /> <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 voluntary or <br />involuntary bankruptcy or makes any assignment for the benefit of creditors. <br /> <br />12. NOTICES: All notices and other communications required or permitted to be given <br />under this Agreement by either party to the other shall be in writing and shall be sent (except as <br />otherwise provided herein) (i) by certified or registered mail, first class postage prepaid, return <br />receipt requested, (ii) by guaranteed overnight delivery by a nationally recognized courier <br />service, or (iii) by facsimile with confirmation receipt (with a copy simultaneously sent by <br />certified or registered mail, first class postage prepaid, return receipt requested or by overnight <br />delivery by traditionally recognized courier service), addressed to such party as follows: <br /> <br />If to the City: Rick Conner With a copy to: <br /> City Manager Hans Ottinot <br /> City of Sunny Isles Beach City Attorney <br /> 18070 Collins A venue City of Sunny Isles Beach <br /> Fourth Floor 18070 Collins A venue <br /> Sunny Isles Beach, Florida 33160 Fourth Floor <br /> Tel: (305) 792-1701 Sunny Isles Beach, Florida <br /> 33160 <br /> Tel: (305) 792-1702 <br />If to the Consultant: Howard R. Miller, President <br /> Howard R. Miller Communications <br /> 1175 N.E. 125111 Street <br /> Suite 618 <br /> North Miami, Florida 33161 <br /> Tel: 305- 573-0882 <br /> <br />13. GOVERNING LAW: The validity of this Agreement and the interpretation and <br />performance of all of its tern1S shall be construed and enforced in accordance with the laws of the <br /> <br />C091O- 004 Howard Miller Communications Agreement <br />