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1.36
<br />1.37
<br />1.38
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<br />to City. City. The indemnification provided above shall obligate Contractor to
<br />defend at Its own expense or to provide for such defense, at City's
<br />1.38.3 The duties and obligations imposed by these General
<br />option, any and all claims of liability and all sults and actions of every
<br />Conditions, Special Conditions and Supplemental
<br />name and description that may be brought against City, excluding only
<br />Conditions and the rights and remedies available
<br />those which allege that the injuries arose out of the sole negligence of
<br />hereunder, and, in particular but without limitation, the
<br />City, which may result from the operations and activities under this
<br />warranties, guarantees and obligations Imposed upon
<br />Contract whether the Work be performed by Contractor, Its Sub-
<br />Contractor and those In the Special Conditions and the
<br />Contractors, or by anyone directly or Indirectly employed by either.
<br />rights and remedies available to the City, shall be in
<br />addition to, and shall not be construed in any way as a
<br />DECISIONS ON DISAGREEMENTS:
<br />limitation of, any rights and remedies available by law, by
<br />special guarantee or by other provisions of the Contract
<br />The Citywill be the Initial Interpreter of the Technical Specifications.
<br />Documents.
<br />CITY MAY TERMINATE:
<br />1.38A Should the City or the Contractor suffer injury or damage
<br />If the Contractor is adjudged bankrupt or Insolvent, or If they make a
<br />to its person or property bemuse of any error, omission,
<br />general assignment for the benefit of their creditors, or if a trustee or
<br />or act of the other or of any of their employees or agents
<br />or others for whose acts they are legally liable, claim shall
<br />receiver Is appointed for the Contractor or for any of their property, or If
<br />be made in writing to the other party within a reasonable
<br />they file a petition to take advantage of any debtors act, or to reorganize
<br />time of the first observance ofsuch In jury or damage.
<br />under bankruptcy or similar laws, or If they repeatedly falls to supply
<br />sufficient skilled workmen or suitable materials or equipment, or if they
<br />1.39 WAIVER OF JURY TRIAL:
<br />repeatedly fail to make prompt payments to Sub -Contractors or for labor,
<br />materials or equipment or they disregard laws, ordinances, rules,
<br />City and Contractor knowingly, irrevocably voluntarily and Intentionally
<br />regulations or orders of any public body having jurisdiction, or if they
<br />waive any right either may have to a trial by jury In State or Federal Court
<br />disregard the authority of the City, of If they otherwise violate any
<br />proceedings in respect to any action, proceeding, lawsuit or counterclaim
<br />provision of, the Contract Documents, then the City may, without
<br />based upon the Contract Documents or the performance of the Work
<br />prejudice to any other right or remedy and after giving the Contractor
<br />thereunder.
<br />and the surety ten (10) days written notice, terminate the services of the
<br />Contractor and take possession of the Project andof all materials,
<br />1.40 GOVERNING LAW:
<br />equipment, tools, construction equipment and machinery thereon owned
<br />by the Contractor, and finish the Work by whatever method they may
<br />The Contract shall be construed in accordance with and governed by the
<br />deem expedient. In such case the Contractor shall not be entitled to
<br />law of the State of Florida.
<br />receive any further payment until the Work Is finished. If the unpaid
<br />balance of the Contract Price exceeds the direct and indirect costs of
<br />1.41 VENUE:
<br />completing the Project, including compensation for additional
<br />professional services, such excess shall be paid to the Contractor. If such
<br />Venue of any action to enforce the Contract Documents shall be In
<br />costs exceed such unpaid balance, the Contractor will pay the difference
<br />Miami -Dade County, Florida.
<br />to the City. Such costs incurred by the City will be determined by the City
<br />and Incorporated in a Change Order. If after termination of the
<br />1.42 ARBITRATION:
<br />Contractor under this Section, It is determined by a court of competent
<br />jurisdiction for any reason that the Contractor was not in default, the
<br />It Is the intention of the parties that whenever possible, if a dispute or
<br />rights and obligations of the City and the Contractor shall be the same as
<br />controversy arises hereunder then such dispute or controversy shall be
<br />if the termination had been Issued pursuant to this document.
<br />settled by arbitration In accordance with the procedures, rules and
<br />regulations of the Amerlmn Arbitration Association. The decision
<br />1.37.1 Where the Contractors services have been so terminated
<br />rendered by the Arbitrator shall be final and binding upon the parties and
<br />by the City said termination shall not affect any rights of
<br />judgment upon the award rendered by the arbitrator may be entered In
<br />the City against the Contractor then existing or which may
<br />any court having jurisdiction. Arbitration shall be held in Miami -Dade
<br />thereafter accrue. Any retention or payment of moneys
<br />County, Florida. All costs of arbitration and attorneys' fees Incurred by
<br />by the City due the Contractor will not release the
<br />the parties shall be paid by the non -prevailing party or, If neither party
<br />Contractor from liability.
<br />prevails on the whole, each party shall be responsible for a portion of the
<br />costs of arbitration and their respective attorneys' fees as may be
<br />1.37.2 Upon ten (10) days written notice to the Contractor, the
<br />determined by the court on confirmation.
<br />City may, without muse and without prejudice to any
<br />other right or remedy, elect to terminate. the Agreement.
<br />1.43 PROJECTRECORDS,
<br />In such case, the Contractor shall be paid for all Work
<br />executed and accepted by the City as of the date of the
<br />City shall have right to Inspect and copy during regular business hours at
<br />termination. No payment shall be made for profit for
<br />City's expense, the books and records and accounts of Contractor which
<br />Work which,has not been performed.
<br />relate in any way to the Project, and to any claim for additional
<br />compensation made by Contractor, and to conduct an audit of the
<br />MISCELLANEOUS:
<br />financial and accounting records of Contractor which relate to the
<br />Project. Contractor shall retain and make available to City all such books
<br />Proposers acknowledge the following miscellaneous conditions:
<br />and records and accounts, financial or otherwise, which relate to the
<br />Project and to any claim for a period of three years following final
<br />1.381 Whenever any provision of the Contract Documents
<br />completion of the Project. During the Project and the three year period
<br />requires the giving of written notice it shall be deemed to
<br />following final completion of the Project, Contractor shall provide City
<br />have been validly given If delivered in person to the
<br />access to its books and records upon five days written notice.
<br />Individual or to a member of the firm or to an officer of
<br />the corporation for whom it Is intended, or if delivered at
<br />1.44 SEVERABILITY:
<br />or sent by registered or certified mall, postage prepaid, to
<br />the last business address known to them who gives the
<br />If any provision of the Contract or the application thereof to any person
<br />notice.
<br />or situation shall to any extent, be held invalid or unenforceable, the
<br />remainder of the Contract, and the application of such previsions to
<br />1.38.2 The Contract Documents shall remain the property of the
<br />persons or situations other than those as to which It shall have been held
<br />City. The Contractor shall have the right to keep one
<br />Invalid or unenforceable shall not be affected thereby, and shall continue
<br />record set of the Contract Documents upon completion of
<br />In full force and effect, and be enforced to the fullest extent permitted by
<br />the Project.
<br />law.
<br />City of Sunny Isles Beach I Invitation to Bid No. 22-08-01
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