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1.37 CITY MAY TERMINATE:
<br />If the Contractor is adjudged bankrupt or insolvent, or if they make a
<br />general assignment for the benefit of their creditors, or if a trustee or
<br />receiver is appointed for the Contractor or for any of their property, or if
<br />they file a petition to take advantage of any debtor's act, or to reorganize
<br />under bankruptcy or similar laws, or if they repeatedly fails to supply
<br />sufficient skilled workmen or suitable materials or equipment, or if they
<br />repeatedly fail to make prompt payments to Sub -Contractors orfor labor,
<br />materials or equipment or they disregard laws, ordinances, rules,
<br />regulations or orders of any public body having jurisdiction, or if they
<br />disregard the authority of the City, of if they otherwise violate any
<br />provision of, the Contract Documents, then the City may, without
<br />prejudice to any other right or remedy and after giving the Contractor and
<br />the surety ten (30) days written notice, terminate the services of the
<br />Contractor and take possession of the Project and of all materials,
<br />equipment, tools, construction equipment and machinery thereon owned
<br />by the Contractor, and finish the Work by whatever method they may
<br />deem expedient. In such case the Contractor shall not be entitled to
<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 />completingthe Project, including compensation foradditional professional
<br />services, such excess shall be paid to the Contractor. If such costs exceed
<br />such unpaid balance, the Contractor will pay the difference to the City.
<br />Such costs incurred by the City will be determined by the City and
<br />incorporated in a Change Order. If after termination of the Contractor
<br />under this Section, it is determined by a court of competent jurisdiction for
<br />any reason that the Contractor was not in default, the rights and
<br />obligations of the City and the Contractor shall be the same as if the
<br />termination had been issued pursuant to this document.
<br />1.37.1 Where the Contractors services have been so terminated
<br />by the City said termination shall not affect any rights of the
<br />City against the Contractor then existing or which may
<br />thereafter accrue. Any retention or payment of moneys by
<br />the City due the Contractor will not release the Contractor
<br />from liability.
<br />1.37.2 Upon ten (10) days written notice to the Contractor, the
<br />City may, without cause and without prejudice to any other
<br />right or remedy, elect to terminate the Agreement. In such
<br />case, the Contractor shall be paid for all Work executed and
<br />accepted by the City as of the date of the termination. No
<br />payment shall be made for profit for Work which has not
<br />been performed.
<br />1.38 MISCELLANEOUS:
<br />Proposers acknowledge the following miscellaneous conditions
<br />1.38.1 Whenever any provision of the Contract Documents
<br />requires the giving of written notice it shall be deemed to
<br />have been validly given if delivered in person to the
<br />individual or to a member of the firm or to an officer of the
<br />corporation for whom it is intended, or if delivered at or
<br />sent by registered or certified mail, postage prepaid, to the
<br />last business address known to them who gives the notice.
<br />1.38.2 The Contract Documents shall remain the property of the
<br />City. The Contractor shall have the rightto keep one record
<br />set of the Contract Documents upon completion of the
<br />Project.
<br />1.38.3 The duties and obligations imposed by these General
<br />Conditions, Special Conditions and Supplemental
<br />Conditions and the rights and remedies available
<br />hereunder, and, in particular but without limitation, the
<br />warranties, guarantees and obligations imposed upon
<br />Contractor and those in the Special Conditions and the
<br />rights and remedies available to the City, shall be in addition
<br />to, and shall not be construed in any way as a limitation of,
<br />any rights and remedies available by law, by special
<br />guarantee or by other provisions of the Contract
<br />Documents.
<br />1.43
<br />1.44
<br />1.45
<br />,rr� OF SUS
<br />1.38.4 Should the City orthe Contractor suffer injury or damage to
<br />its person or property because of any error, omission, or act
<br />of the other or of any of their employees or agents or others
<br />for whose acts they are legally liable, claim shall be made in
<br />writing to the other party within a reasonable time of the
<br />first observance of such in jury or damage.
<br />WAIVER OF JURY TRIAL
<br />City and Contractor knowingly, irrevocably voluntarily and intentionally
<br />waive any right either may have to a trial by jury in State or Federal Court
<br />proceedings in respect to any action, proceeding, lawsuit or counterclaim
<br />based upon the Contract Documents or the performance of the Work
<br />there under.
<br />GOVERNING LAW:
<br />The Contract shall be construed in accordance with and governed by the
<br />law of the State of Florida.
<br />VENUE:
<br />Venue of any action to enforce the Contract Documents shall be in Miami -
<br />Dade County, Florida.
<br />ARBITRATION:
<br />It is the intention of the parties that whenever possible, if a dispute or
<br />controversy arises hereunder then such dispute or controversy shall be
<br />settled by arbitration in accordance with the procedures, rules and
<br />regulations of the American Arbitration Association. The decision
<br />rendered by the Arbitrator shall be final and binding upon the parties and
<br />judgment upon the award rendered by the arbitrator may be entered in
<br />any court having jurisdiction. Arbitration shall be held in Miami -Dade
<br />County, Florida. All costs of arbitration and attorneys'fees incurred by the
<br />parties shall be paid by the non -prevailing party or, if neither party prevails
<br />on the whole, each party shall be responsible for a portion of the costs of
<br />arbitration and their respective attorneys' fees as may be determined by
<br />the court on confirmation.
<br />PROJECT RECORDS:
<br />City shall have right to inspect and copy during regular business hours at
<br />City's expense, the books and records and accounts of Contractor which
<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 financial
<br />and accounting records of Contractor which relate to the Project.
<br />Contractor shall retain and make available to City all such books and
<br />records and accounts, financial or otherwise, which relate to the Project
<br />and to any claim for a period of three years following final completion of
<br />the Project. During the Project and the three year period following final
<br />completion of the Project, Contractor shall provide City access to its books
<br />and records upon five days written notice.
<br />SEVERABILITY
<br />If any provision of the Contract or the application thereof to any person or
<br />situation shall to any extent, be held invalid or unenforceable, the
<br />remainder of the Contract, and the application of such provisions to
<br />persons or situations other than those as to which it shall have been held
<br />invalid or unenforceable shall not be affected thereby, and shall continue
<br />in full force and effect, and be enforced to the fullest extent permitted by
<br />law.
<br />The Contractor is an independent Contractor under the Contract. Services
<br />provided by the Contractor shall be by employees of the Contractor and
<br />subject to supervision by the Contractor, and not as officers, employees,
<br />or agents of the City. Personnel policies, tax responsibilities, social security
<br />and health insurance, employee benefits, purchasing policies and other
<br />similar administrative procedures, applicable to services rendered under
<br />the Contract shall be those of the Contractor.
<br />City of Sunny Isles Beach I Request to Qualify No. 22-12-01
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