Reso 2012-1868 - Laserfiche WebLink

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Consultant and the City may reasonably withhold payments 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. B. Termination 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 given written notice which shall become effective ten (10) days following receipt by Consultant. The terms of Paragraphs A(i) and (ii) above shall be applicable hereunder. C. Termination for Insolvencv. 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 creditors.' 10. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Consultant shall not subcontract, assign or transfer any work under this agreement with the prior written consent of the City. Should the Consultant subcontract any services under this agreement, it shall be done with continued liability for the Consultant. The Consultant shall remain responsible for services, responsibilities and liabilities of any person or entity acting under Consultant. II. TIME OF COMPLETION. The term of this Agreement shall begin upon the issuance of a Notice to Procced from the City Manager or his designee and shall end 1 (one) year thcreaftcr. A reasonable extension of time shall be granted in the event the work of the Consultant is delayed or prevented by the City or by circumstances beyond the reasonable control of the Consultant including weather conditions of acts of God which render the performance of the Consultant's duty impracticable. 12. WAIVER OF RIGHT TO JURY TRIAL. Each of the parties hereto hereby knowingly, voluntarily and intentionally, waive the right which any may have to a jury trial in respect of any action, proceeding, litigation or counterclaim based hereon or arising out of, under, on or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written) or actions of either of party. 13. ARBITRATION. It is the intention of the parties that whenever possible, if a dispute or controversy arises hereunder then such dispute or controversy shall be settled by arbitration in accordancc with the procedures, rules and regulations of the American Arbitration Association. The decision rendered by the Arbitrator shall be final and binding upon the parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. Arbitration shall be held in Miami-Dade County, Florida. All costs of arbitration and attorneys' fees incurred by the parties shall be paid by the non-prevailing party or, if neither party prevails on the whole, each party shall be responsible for a portion of the costs of arbitration and their respective attorneys' fees as may be determined by the court on confirmation. 14. CONFIDENTIAL INFORMATION. The Consultant shall not, either during the term of this Agreement or any time for a period of 10 (ten) years subsequent to that date upon which the Consultant shall leave the employment of the City for any reason whatsoever, disclose to any person or entity, other than in the discharge of the duties ofthe Consultant under this Agreement, any information which the City designates in writing as "confidential." As a violation by the Page 5 of8 (\~ ;i ~;:; ~) 11 1~) ClI12-022 OS Boc. Landscaping Architect Consultant Agreement