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the purposes of set-off until such time as the exact amount of damages due the
<br />City from the Contractor is determined.
<br />B. Termination without Cause. The City may, for its convenience and without cause
<br />terminate the Work then remaining to be performed by Contractor at any time by
<br />giving Contractor seven (7) days written notice. The terms of Paragraph A(i) and
<br />A(ii) above shall be applicable hereunder,
<br />C. Termination for Insolvency, The City also reserves the right to terminate the
<br />remaining Work to be performed in the event the Contractor is placed either in
<br />voluntary or involuntary bankruptcy or makes any assignment for the benefit of
<br />creditors.
<br />ARTICLE 18. GOVERNING LAW VENUE; AND ATTORNEY'S FEES
<br />This Agreement shall be interpreted and construed in accordance with and governed by the
<br />laws of the State of Florida, Any suit or action brought by any party, concerning this Agreement,
<br />or arising out of this Agreement, shall be brought in Miami -Dade County, Florida, In theevent
<br />it becomes necessary for either party to file a lawsuit to enforce any term or provision under this
<br />Agreement, the prevailing party shall be entitled to recover from the non -prevailing party its costs
<br />and reasonable attorney's fees at the pretrial, trial and appellate levels.
<br />ARTICLE 19, AUDIT RIGHTS
<br />19,1 Contractor's records which shall include but not be limited to accounting records, payroll
<br />time sheets, cancelled payroll checks, W -2's, 1099's, written policies and procedures, computer
<br />records, electronic records, disks and software, videos, photographs,_ subcontract files,
<br />originals estimates, estimating worksheets, correspondence, change order files (including
<br />documentation covering negotiated settlements), and any other supporting evidence necessary
<br />to substantiate charges related to, or Work performed under, this Agreement (all the
<br />foregoing hereinafter referred to as "records") shall be open to inspection and subject to audit
<br />and/or reproduction, during normal working hours; by the City to the extent necessary to
<br />adequately permit evaluation and verification of any invoices, payments or claims submitted by
<br />the Contractor or any of his payees pursuant to the execution of the Agreement. Such records
<br />subject to examination shall also include, but not be limited to, those records necessary to evaluate
<br />and verify direct and indirect costs (including overhead allocations) as they may apply to costs
<br />associated with this Agreement.
<br />19,2 Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119,
<br />shall be kept in accordance with such statute. Otherwise, for the purpose of such audits,
<br />inspections, examinations and evaluations, the City shall have access to said records from the
<br />effective date of this Agreement, for the duration of the Work, and until 5 years after the date of
<br />final payment by the City to Contractor pursuant to this Agreement,
<br />19,3 The City's agent or its authorized representative shall have access to the Contractor's
<br />facilities, shall have access to all necessary records, and shall be provided adequate and
<br />appropriate work space, in order to conduct audits in compliance with this provision. The City
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