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City of Sunny Isles Beach 18070 Collins Avenue, Sunny Isles Beach, Florida 33160 <br /> (305) 947-0606 phone (305) 949-3113 Fax <br /> 10. TERMINATION AND REMEDIES FOR BREACH. <br /> A. If through any cause within reasonable control, the Contractor shall fail to fulfill in <br /> a -timely manner or otherwise violate any of the covenants, agreements or <br /> stipulations material to this Agreement,the City shall have the right to terminate the <br /> Services then remaining to be performed. Prior to the exercise of its option to <br /> terminate for cause, the City shall notify the Contractor of its violation of the <br /> • <br /> • particular terms of the Agreement and grant Contractor ten (10) days to cure such <br /> default. If the default remains uncured after ten (10) days the City may terminate <br /> this Agreement,and the City shall receive a refund from the Contractor in an amount <br /> equal to the actual cost of a third party to cure such failure. If Contractor fails, <br /> refuses or is unable to perform any term of this Agreement, City shall pay for <br /> services rendered as of the date of termination. <br /> (i.) In the event of termination, all finished and unfinished documents, data and <br /> other work product prepared by Contractor shall be delivered to the City and <br /> the City shall compensate the Contractor for all Services satisfactorily <br /> performed prior to the date of termination. <br /> (ii.) Notwithstanding_ the foregoing, the Contractor shall not be relieved of liability <br /> to the City for damages sustained by it by virtue of a breach of the Agreement <br /> by Contractor and the City may reasonably withhold payment to Contractor for <br /> 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 for Convenience of City.The City may, for its convenience and without <br /> cause terminate the Services then remaining to be performed at any time by giving <br /> Contractor ten (10) days written notice. The terms of Paragraph A(i) and A(ii) <br /> 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 <br /> voluntary or involuntary bankruptcy or makes any assignment for the benefit of <br /> creditors. <br /> 11. 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 <br /> no adequate remedy at law for such violation, the City shall have the right, in addition to any other <br /> remedies available to it at law or in equity, to enjoin the Contractor from violating such provisions. <br /> 12. JURISDICTION, VENUE AND WAIVER OF JURY TRIAL. This Agreement shall <br /> be interpreted and construed in accordance with and governed by the laws of the State of Florida. <br /> All parties agree and accept that jurisdiction of any dispute or controversy arising out of this <br /> Agreement, and any action involving the enforcement or interpretation-of any rights hereunder <br /> 6780-081 TEAM CONTRACTING INC. 6 <br />