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<br />file a petition to take advantage of any debtor's act, or to
<br />reorganize under bankruptcy or similar laws, or if they
<br />repeatedly fails to supply sufficient skilled workmen or suitable
<br />materials or equipment, or if they repeatedly fail to make
<br />prompt payments to Sub-Vendors or for labor, materials or
<br />equipment or they disregard laws, ordinances, rules,
<br />regulations or orders of any public body having jurisdiction, or if
<br />they disregard the authority of the City, of if they otherwise
<br />violate any provision of, the Contract Documents, then the City
<br />may, without prejudice to any other right or remedy and after
<br />giving the Vendor and the surety ten (10) days written notice,
<br />terminate the services of the Vendor and take possession of the
<br />Project and of all materials, equipment, tools, construction
<br />equipment and machinery thereon owned by the Vendor, and
<br />finish the Work by whatever method they may deem expedient.
<br />In such case the Vendor shall not be entitled to receive any
<br />further payment until the Work is finished. If the unpaid
<br />balance of the Contract Price exceeds the direct and indirect
<br />costs of completing the Project, including compensation for
<br />additional professional services, such excess shall be paid to the
<br />Vendor. If such costs exceed such unpaid balance, the Vendor
<br />will pay the difference to the City. Such costs incurred by the
<br />City will be determined by the City and incorporated in a
<br />Change Order. If after termination of the Vendor under this
<br />Section, it is determined by a court of competent jurisdiction for
<br />any reason that the Vendor was not in default, the rights and
<br />obligations of the City and the Vendor shall be the same as if
<br />the termination had been issued pursuant to this document.
<br />
<br />1.62.1. Where the Vendor's services have been so terminated
<br />by the City said termination shall not affect any rights
<br />of the City against the Vendor then existing or which
<br />may thereafter accrue. Any retention or payment of
<br />moneys by the City due the Vendor will not release
<br />the Vendor from liability.
<br />
<br />1.62.2. Upon ten (10) days written notice to the Vendor, the
<br />City may, without cause and without prejudice to any
<br />other right or remedy, elect to terminate the
<br />Agreement. In such case, the Vendor 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
<br />made for profit for Work which has not been
<br />performed,
<br />
<br />1.63. Removal of Equipment: In the case of termination
<br />of this Contract before completion for any cause whatever, the
<br />Vendor, if notified to do so by the City, shall promptly remove
<br />any part or all of his equipment and supplies from the property
<br />of the City. Should the Vendor not remove such equipment and
<br />supplies, the City shall have the right to remove them at the
<br />expense of the Vendor. Equipment and supplies shall not be
<br />construed to include such items for which the Vendor has been
<br />paid in whole or in part.
<br />
<br />1.64. Miscellaneous: Proposers acknowledges the following
<br />miscellaneous conditions:
<br />
<br />1.64.1. Whenever any provision of the Contract Documents
<br />requires the giving of written notice it shall be deemed to have
<br />been validly given if delivered in person to the individual or to a
<br />member of the firm or to an officer of the corporation for whom
<br />it is intended, or if delivered at or sent by registered or certified
<br />mail, postage prepaid, to the last business address known to
<br />them who gives the notice,
<br />
<br />1.64.2. The Contract Documents shall remain the property of
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<br />the City. The Vendor shall have the right to keep one record
<br />set of the Contract Documents upon completion of the Project.
<br />
<br />1.64.3. The duties and obligations imposed by these General
<br />Conditions, Special Conditions and Supplemental Conditions and
<br />the rights and remedies available hereunder, and, in particular
<br />but without limitation, the warranties, guarantees and
<br />obligations imposed upon Vendor and those in the Special
<br />Conditions and the rights and remedies available to the City,
<br />shall be in addition to, and shall not be construed in any way as
<br />a limitation of, any rights and remedies available by law, by
<br />special guarantee or by other provisions of the Contract
<br />Documents.
<br />
<br />1.64.4. Should the City or the Vendor suffer injury or damage
<br />to 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 for
<br />whose acts they are legally liable, claim shall be made in writing
<br />to the other party within a reasonable time of the first
<br />observance of such in jury or damage.
<br />
<br />1.65. Waiver of Jury Trial: City and Vendor knowingly,
<br />irrevocably voluntarily and intentionally waive any right either
<br />may have to a trial by jury in State or Federal Court
<br />proceedings in respect to any action, proceeding, lawsuit or
<br />counterclaim based upon the Contract Documents or the
<br />performance of the Work there under.
<br />
<br />1.65.1. Governing Law: The Contract shall be construed in
<br />accordance with and governed by the law of the State
<br />of Florida.
<br />
<br />1.65.2. Venue: Venue of any action to enforce the Contract
<br />Documents shall be in Miami-Dade City, Florida.
<br />
<br />1.65.3. Arbitration: It is the intention of the parties that
<br />whenever possible, if a dispute or controversy arises hereunder
<br />then such dispute or controversy shall be settled by arbitration
<br />in accordance with the procedures, rules and regulations of the
<br />American Arbitration Association. The decision rendered by the
<br />Arbitrator shall be final and binding upon the parties and
<br />judgment upon the award rendered by the arbitrator may be
<br />entered in any court having jurisdiction, Arbitration shall be held
<br />in Miami-Dade City, 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
<br />party shall be responsible for a portion of the costs of arbitration
<br />and their respective attorneys' fees as may be determined by
<br />the court on confirmation,
<br />
<br />1.66. Project Records: City shall have right to inspect
<br />and copy during regular business hours at City's expense, the
<br />books and records and accounts of Vendor which relate in any
<br />way to the Project, and to any claim for additional
<br />compensation made by Vendor, and to conduct an audit of the
<br />financial and accounting records of Vendor which relate to the
<br />Project. Vendor shall retain and make available to City all such
<br />books and records and accounts, financial or otherwise, which
<br />relate to the Project and to any claim for a period of three years
<br />following final completion of the Project. During the Project
<br />and the three year period following final completion of the
<br />Project, Vendor shall provide City access to its books and
<br />records upon five days written notice.
<br />
<br />1.67. Severability: If any provision of the Contract or the
<br />application thereof to any person or situation shall to any
<br />extent, be held invalid or unenforceable, the remainder of the
<br />
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