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incorporated inn a Change Order. If after termination of the
<br />1.35 DUUTY TO DEFEND, INNDEMNIFY AND SAVVE HARMLESS: Contractor undder this Section, it is determined by a court of
<br />competent jurissdiction for any reasoon that the Contractorr was not
<br />In consideration of the sseparate sum of twentty-five dollars ($25.00)in default, the rrights and obligations of the City and the CContractor
<br />d other valuable connsideration, the Conntractor shall defend,shall be the samme as if the terminatioon had been issued puursuant to
<br />an
<br />inddemnify and hold haarmless the City, its officers, agents anddthis document.
<br />emmployees, from or oon account of any injuries or damagess,
<br />recceived or sustained by any person or ppersons during or onn1.37.1WWhere the Contractoor’s services have been so
<br />acccount of any operatioons connected with tthe Work described innteerminated by the Citty said termination shall not
<br />thee Contract Documennts, or by or in consequence of anyyafffect any rights of thhe City against the CContractor
<br />neegligence in connectionn with the same; or bby use of any improperthhen existing or whichh may thereafter accrrue. Any
<br />maaterials or by or on aaccount of any act orr omission of the saiddreetention or payment oof moneys by the Cityy due the
<br />Coontractor or his Sub-CContractor, agents, seervants or employeess.Coontractor will not rrelease the Contracctor from
<br />Thhe Contractor will defeend, indemnify and hhold harmless the Cityyliaability.
<br />and their agents or employees from andd against all claimss,
<br />xxpenses including attorneys' fees arising ou1.37.2Urritten notice to the Coontractor,
<br />damages, losses and etpon ten (10) days w
<br />or resulting from thee performance of thee Work, provided thathhe City may, without ccause and without preejudice to
<br />oft
<br />any such claim damage,, loss or expense (a) iss attributable to bodilyyanny other right or remedy, elect to terminate the
<br />injury, sickness, diseasee or death, or to injurry to or destruction ofAggreement. In such case, the Contractorr shall be
<br />tanngible property (otherr than Work itself) inccluding the loss of useepaaid for all Work execuuted and accepted byy the City
<br />ressulting wherefrom andd (b) is caused in whhole or in part by anyyass of the date of the ttermination. No paymment shall
<br />neegligent act or omissionn of the Contractor, Sub-Contractor, anyoneebee made for profit foor Work which has not been
<br />dirrectly or indirectly empployed by any of themm or anyone for whoseepeerformed.
<br />actts any of them may bbe liable, regardless oof whether or not it iss
<br />cauused by a party indemmnified hereunder. In the event that a court1.38MISCELLANEOOUS:
<br />ofcompetent jurisdictioon determines that Seec. 725.06 (2), F.S. iss
<br />applicable to this Work, then in lieu of the abbove provisions of thissProposers acknoowledge the followingg miscellaneous conditions:
<br />secction the parties agreee that Contractor shhall indemnify, defendd
<br />and hold harmless the City, their officers and employees, to thee1.38.1WWhenever any provisioon of the Contract Doocuments
<br />fullest extent authorizedd by Sec. 725.06 (2) F.S., which statutoryyreequires the giving oof written notice it shall be
<br />proovisions shall be deemmed to be incorporateed herein by referenceedeeemed to have beenn validly given if dellivered in
<br />as if fully set forth herein. In the event that any action orpeerson to the individual or to a member of thhe firm or
<br />prooceeding is brought aagainst City by reasonn of any such claim otoo an officer of the corporation for whhom it is
<br />r
<br />demand, Contractor, uppon written notice frrom City shall defenddinntended, or if delivereed at or sent by regiistered or
<br />succh action or proceedding by counsel satissfactory to City. Theeceertified mail, postage prepaid, to the last business
<br />inddemnification providedd above shall obligatee Contractor to defenddadddress known to themm who gives the notice.
<br />atits own expense or too provide for such deffense, at City’s option,
<br />any and all claims of liabbility and all suits and actions of every namee1.38.2 Thhe Contract Documents shall remain the prroperty of
<br />d description that maay be brought againsst City, excluding onlyythhe City. The Contracttor shall have the righht to keep
<br />an
<br />oose which allege that the injuries arose out of the sole negligenceeonne record set of thhe Contract Documents upon
<br />th
<br />ofCity, which may resuult from the operationns and activities undercoompletion of the Projeect.
<br />thiis Contract whether tthe Work be performmed by Contractor, itss
<br />Suub-Contractors, or by anyone directly or inndirectly employed byy1.38.3 Thhe duties and obligatiions imposed by thesee General
<br />eitther. Coonditions, Special CConditions and Suppplemental
<br />Coonditions and the rights and remedies available
<br />1.36 DEECISIONS ON DISAGGREEMENTS:heereunder, and, in particular but without llimitation,
<br />thhe warranties, guaranntees and obligations imposed
<br />Thhe City will be thhe initial interpreter of the Technicaaluppon Contractor and those in the Special CConditions
<br />Sppecifications. annd the rights and reemedies available to the City,
<br />shhall be in addition to, and shall not be connstrued in
<br />1.37 CIITY MAY TERMINATTE: anny way as a limitation of, any rights andremedies
<br />avvailable by law, by sspecial guarantee or by other
<br />Iftthe Contractor is adjuudged bankrupt or insoolvent, or if they makeeprrovisions of the Contraact Documents.
<br />ageneral assignment for the benefit of thheir creditors, or if aa
<br />truustee or receiver is aappointed for the Conntractor or for any oof1.38.4 Shhould the City or thhe Contractor suffer injury or
<br />theeir property, or if theey file a petition to taake advantage of anyydaamage to its person or property becausse of any
<br />debtor’s act, or to reorganize under bankruptccy or similar laws, or iferrror, omission, or act of the other or of anny of their
<br />theey repeatedly fails to ssupply sufficient skilled workmen or suitableeemmployees or agents oor others for whose acts they
<br />maaterials or equipment,, or if they repeatedlyy fail to make promptarre legally liable, claim shall be made in writiing to the
<br />payments to Sub-Contraactors or for labor, mmaterials or equipmentotther party within a reasonable time of the first
<br />orthey disregard laws,, ordinances, rules, reegulations or orders ofobbservance of such in jury or damage.
<br />any public body havinng jurisdiction, or iff they disregard thee
<br />authority of the City, off if they otherwise vioolate any provision off,1.39WAIVER OF JUURY TRIAL:
<br />thee Contract Documents, then the City may,, without prejudice too
<br />any other right or remeedy and after giving thhe Contractor and theeCity and Conntractor knowingly, irrevocably voluntaarily and
<br />surety ten (10) days written notice, terminate the services of theeintentionally waaive any right either may have to a trial bby jury in
<br />Coontractor and take posssession of the Projecct and of all materialss,State or Federal Court proceedinggs in respect to any action,
<br />equipment, tools, consttruction equipment annd machinery thereonnproceeding, lawwsuit or counterclaim based upon the Contract
<br />owwned by the Contractoor, and finish the Workk by whatever methoddDocuments or tthe performance of thee Work there under.
<br />theey may deem expedieent. In such case the Contractor shall not
<br />be entitled to receive any further paymennt until the Work iss1.40GOVERNING LLAW:
<br />finished. If the unpaid balance of the Contrract Price exceeds thee
<br />dirrect and indirect costs of completing the Project, includinggThe Contract shall be construed in aaccordance with and governed
<br />compensation for additioonal professional services, such excess shalllby the law of thhe State of Florida.
<br />be paid to the Contractor. If such costs exceed such unpaidd
<br />balance, the Contractorr will pay the differennce to the City. Suchh1.41VENUE:
<br />cossts incurred by the City will be determined by the City andd
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