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1.38
<br />1.39
<br />1.40
<br />1.41
<br />balance of the Contract Price exceeds the direct and Indirect costs of
<br />completing the Project, Including compensation for additional
<br />1.42
<br />ARBITRATION:
<br />professional services, such excess shall be paid to the Contractor. If
<br />such costs exceed such unpaid balance, the Contractor will pay the
<br />The City reserves the right, if a dispute or controversy arises, such
<br />difference to the qty. Such costs Incurred by the City will be
<br />dispute or controversy to settle by arbitration in accordance with the
<br />determined by the City and Incorporated in a Change Order. If after
<br />procedures, rules and regulations of the American Arbitration
<br />termination of the Contractor under this Section, it is determined by
<br />Association. The decision rendered by the Arbitrator shall be final
<br />a court of competent jurisdiction for any reason that the Contractor
<br />and binding upon the parties and judgment upon the award rendered
<br />was not in default, the tights and obligations of the City and the
<br />by the arbibator may be entered in any court having jurisdiction.
<br />Contractor shall be the same as If the termination had been Issued
<br />Arbitration shall be held in Miami -Dade County, Florida. All costs of
<br />pursuant to this document.
<br />arbitration and attorneys' fees inched by the parties shall be paid
<br />by the non -prevailing party or, if neither party prevails on the whole,
<br />1.37.1 Where the Contractor's services have been so
<br />each party shall be responsible for a portion of the mstsofarbitration
<br />terminated by the City said termination shall not affect
<br />and their respective attorneys' fees as may be determined by the
<br />any rights of the City against the Contractor then
<br />court on confirmation.
<br />existing or which may thereafter accrue. Any retention
<br />or payment of moneys by the City due the Contractor
<br />1.43
<br />PROJECTRECORDS:
<br />will not release the Contractor from liability.
<br />City shall have right to inspect and copy during regular business
<br />1.37.2 Upon ten (10) days written notice to to Contractor,
<br />hours at City's expense, the books and records and accounts of
<br />the City may, without cause (termination for
<br />Contactor which relate in any way to the Project, and to any claim
<br />convenience) and without prejudice to any other right
<br />for additional compensation made by Contractor, and to conduct an
<br />or remedy, elect to terminate the Agreement. In such
<br />audit of the financial and accounting records of Contractor which
<br />case, the Contractor shall be paid for all Work executed
<br />relate to the Project Contractor shall retain and make available to
<br />and accepted by the City as of the date of the
<br />City all such books and records and accounts, financial or otherwise,
<br />termination. No payment shall be made for profit for
<br />which relate to the Project and In any claim for a period of three
<br />Work which has not been performed.
<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 />MISCELLANEOUS:
<br />five days written notice.
<br />Proposers acknowledge the following miscellaneous conditions:
<br />1.44
<br />SEVERABILITY:
<br />1.38.1 Whenever any provision of the Contract Documents
<br />If any provision of the Contract or the application thereof to any
<br />requires the giving of written notice it shall be deemed
<br />person or situation shall to any extent, be held invalid or
<br />In have been validly given If delivered In person to the
<br />unenforceable, the remainder of the Contract, and the application of
<br />Individual or bD a member of the firth or to an officer of
<br />such provisions to persons or situations other than those as to which
<br />the corporation for whom it is Intended, or If delivered
<br />it shall have been held Invalid or unenforceable shall not be affected
<br />at or sent by registered or certified mail, postage
<br />thereby, and shall continue in full force and effect, and be enforced
<br />prepaid, to the last business address known to them
<br />to the fullest extent permitted by law.
<br />who gives the notice.
<br />1.45
<br />INDEPENDENT CONTRACTOR:
<br />1.38.2 The Contract Documents shall remain the property of
<br />tine City. The Contactor shall have the right to keep
<br />The Contractor is an Independent Contractor under the Contract.
<br />one record set of the Contract Documents upon
<br />Services provided by the Contactor shall be by employees of the
<br />completion of the Project.
<br />Contractor and subject to supervision by the Contractor, and not as
<br />officers, employees, or agents of the City. Personnel polder„ tax
<br />1.38.3 The duties and obligations Imposed by these General
<br />responsibilities, social security and health Insurance, employee
<br />Conditions, Special Conditions and Supplemental
<br />benefits, purchasing policies and other similar administrative
<br />Conditions and the tights and remedies available
<br />procedures, applicable to services rendered under the Contract shall
<br />hereunder, and, in particular butwlthout limitation, the
<br />be those of the Contractor.
<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 />1.46
<br />PROHIBITION AGAINST CONTRACTING WITH
<br />addition tD, and shall not be construed In any way as a
<br />SCRUTINIZED COMPANIES:
<br />limitation of, any rights and remedies available by law,
<br />by special guarantee or by other provisions of the
<br />Pursuant to Florida Statutes Section 217.4725, contracting with any
<br />Contact Documents.
<br />entity that is listed on the Scrutinized Companies that Boycott Israel
<br />List or that Is engaged in the boycott of Israel Is prohibited.
<br />1.38.4 Should the City or the Contractor suffer injury or
<br />Contractors must certify that the company is not participating in a
<br />damage to Its person or property because of any error,
<br />boycott of Israel. Any contract for goods or services of One Million
<br />omission, or act of the oldw or of any of their
<br />Dollars (;1,000,000) or more shall be terminated at the City's
<br />employees or agents or others for whose acts they are
<br />option If It is discovered that the entity submitted false documents
<br />legally liable, claim shall be made in writing to the other
<br />of certification, is listed on the Scrutinized Companies with Activities
<br />party within a reasonable time of the first observance
<br />in Sudan Ust, the Scrutinized Companies with Activities In the Iran
<br />of such in jury or damage
<br />Terrorism Senors Ust or has been engaged In business operations
<br />In Cuba or Syria. Any contract entered Into or renewed after July 1,
<br />WAIVER OF JURY TRIAL:
<br />2018 shall be terminated at the City's option If the company is listed
<br />on the Scrutinized Companies that Boycott Israel Ust or engaged In
<br />City and Contractor knowingly, irrevocably voluntarily and
<br />the boycott of Israel.
<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 />Contractors must submit a certification attesting to the foregoing,
<br />proceeding, lawsuit or counterclaim base) upon the Contract
<br />which is to be provided by the City upon execution of an Agree neat.
<br />Documents or the performance of the Work there under.
<br />Submitting a false certification shall be deemed a material breach of
<br />contract. The City shall provide notice, in writing, to the Contractor
<br />GOVERNING LAW:
<br />of the City's determination concerning the false certification. The
<br />Contractor shall have ninety (90) days following receipt of the notice
<br />The Contract shall be construed In accordance with and governed by
<br />to respond in writing and demonstrate that the determination was In
<br />the law of the State of Florida.
<br />error. If the Contractor does not demonstrate that the City's
<br />determination of false certification was made In error, then the City
<br />VENUE:
<br />shall have the right to terminate the contract and seek civil remedies
<br />pursuant to Florida Statute Section 215.4725.
<br />Venue of any action to enforce the Contract Documents shall be in
<br />Miami -Dade County, Florida.
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