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<br /> RFP # 23-04-02 Page 8
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<br />CITY OF SUNNY ISLES BEACH
<br />18070 Collins Ave. | Sunny Isles Beach, FL 33160
<br />305.792.1707 | sibfl.net | Purchasing@sibfl.net
<br />1.37.2 Upon ten (10) days written notice to the Contractor,
<br />the City may, without cause and without prejudice to
<br />any other right or remedy, elect to terminate the
<br />Agreement. In such case, the Contractor shall be paid
<br />for all Work executed and accepted by the City as of
<br />the date of the termination. No payment shall be made
<br />for profit for Work which has not been performed.
<br />
<br />1.38 MISCELLANEOUS:
<br />
<br />Consultants acknowledge the following miscellaneous conditions:
<br />
<br />1.38.1 Whenever any provision of the Contract Documents
<br />requires the giving of written notice it shall be deemed
<br />to have been validly given if delivered in person to the
<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
<br />at or sent by registered or certified mail, postage
<br />prepaid, to the last business address known to them
<br />who gives the notice.
<br />
<br />1.38.2 The Contract Documents shall remain the property of
<br />the City. The Contractor shall have the right to keep
<br />one record set of the Contract Documents upon
<br />completion of the Project.
<br />
<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
<br />addition to, and shall not be construed in any way as a
<br />limitation of, any rights and remedies available by law,
<br />by special guarantee or by other provisions of the
<br />Contract Documents.
<br />
<br />1.38.4 Should the City or the Contractor suffer injury or
<br />damage to its person or property because of any error,
<br />omission, or act of the other or of any of their
<br />employees or agents or others for whose acts they are
<br />legally liable, claim shall be made in writing to the other
<br />party within a reasonable time of the first observance
<br />of such in jury or damage.
<br />
<br />1.39 WAIVER OF JURY TRIAL:
<br />
<br />City and Contractor knowingly, irrevocably voluntarily and
<br />intentionally waive any right either may have to a trial by jury in
<br />State or Federal Court proceedings in respect to any action,
<br />proceeding, lawsuit or counterclaim based upon the Contract
<br />Documents or the performance of the Work there under.
<br />
<br />1.40 GOVERNING LAW:
<br />
<br />The Contract shall be construed in accordance with and governed by
<br />the law of the State of Florida.
<br />
<br />1.41 VENUE:
<br />
<br />Venue of any action to enforce the Contract Documents shall be in
<br />Miami-Dade County, Florida.
<br />
<br />1.42 ARBITRATION:
<br />
<br />It is the intention of the parties that whenever possible, if a dispute
<br />or controversy arises hereunder then such dispute or controversy
<br />shall be settled by arbitration in accordance with the procedures,
<br />rules and regulations of the American Arbitration Association. The
<br />decision rendered by the Arbitrator shall be final and binding upon
<br />the parties and judgment upon the award rendered by the arbitrator
<br />may be entered in any court having jurisdiction. Arbitration shall be
<br />held in Miami-Dade County, Florida. All costs of arbitration and
<br />attorneys’ fees incurred by the parties shall be paid by the non-
<br />prevailing party or, if neither party prevails on the whole, each party
<br />shall be responsible for a portion of the costs of arbitration and their
<br />respective attorneys’ fees as may be determined by the court on
<br />confirmation.
<br />
<br />1.43 PROJECT RECORDS:
<br />
<br />City shall have right to inspect and copy during regular business
<br />hours at City’s expense, the books and records and accounts of
<br />Contractor which relate in any way to the Project, and to any claim
<br />for additional compensation made by Contractor, and to conduct an
<br />audit of the financial and accounting records of Contractor which
<br />relate to the Project. Contractor shall retain and make available to
<br />City all such books and records and accounts, financial or otherwise,
<br />which relate to the Project and to any claim for a period of three
<br />years following final completion of the Project. During the Project
<br />and the three year period following final completion of the Project,
<br />Contractor shall provide City access to its books and records upon
<br />five days written notice.
<br />
<br />1.44 SEVERABILITY:
<br />
<br />If any provision of the Contract or the application thereof to any
<br />person or situation shall to any extent, be held invalid or
<br />unenforceable, the remainder of the Contract, and the application of
<br />such provisions to persons or situations other than those as to which
<br />it shall have been held invalid or unenforceable shall not be affected
<br />thereby, and shall continue in full force and effect, and be enforced
<br />to the fullest extent permitted by law.
<br />
<br />1.45 INDEPENDENT CONTRACTOR:
<br />
<br />The Contractor is an independent Contractor under the Contract.
<br />Services provided by the Contractor shall be by employees of the
<br />Contractor and subject to supervision by the Contractor, and not as
<br />officers, employees, or agents of the City. Personnel policies, tax
<br />responsibilities, social security and health insurance, employee
<br />benefits, purchasing policies and other similar administrative
<br />procedures, applicable to services rendered under the Contract shall
<br />be those of the Contractor.
<br />
<br />
<br />1.46 FORCE MAJEURE
<br />
<br />
<br />The Agreement which is awarded to the successful Consultant may
<br />provide that the performance of any act by the City or Contractor
<br />hereunder may be delayed or suspended at any time while, but only
<br />so long as, either party is hindered in or prevented from performance
<br />by acts of God, the elements, war, rebellion, strikes, lockouts or any
<br />cause beyond the reasonable control of such party, provided
<br />however, the City shall have the right to provide substitute service
<br />from third parties or City forces and in such event the City shall
<br />withhold payment due Contractor for such period of time. If the
<br />condition of force majeure exceeds a period of 14 days the City may,
<br />at its option and discretion, cancel or renegotiate the Agreement.
<br />
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<br />End of Section
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