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<br />
<br />1.36
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<br />1.37
<br />
<br />L35
<br />
<br />PtITY 10 DEFEND. INDEMNIFY AND SAVE HARML~
<br />
<br />In oonsideration of the separate SUm of twenty-five dollars ($25.00)
<br />and oIheI" vakJabfe oonsideration, the Conllactrr shall defend,
<br />indemnify and hold hannless the Oty, its officers, agents and
<br />employees, rrom Or on account of any injuries or damages,
<br />received or sustained by any person or persons during or on
<br />account of any operations oonnected with the Work desaibed in
<br />the Conbacl Dowments, or by or in COlISEQueoce of any
<br />negNgence in oonnection with the same; or by use of any improper
<br />materials or by or on account of any act or orni!>sion of the said
<br />Contractor or his Sul>-Contractor, agents, 5elVants or employees.
<br />The Conbaclor will defend, indemnify and hold harmless the City
<br />and their agents or employees rrom and against all claims,
<br />damages, losses and expenses induding attorneys' fees arising oul
<br />of or resulting from lhe performance of the Work, provided thai
<br />any such daim damage, loss or expense (a) is attributable to bodily
<br />injury, sickness, disease or dealh, or to injury 10 or destruction of
<br />tangible property (other than Work itself) induding Ihe loss of use
<br />resulting whererrom and (b) is caused in whole or in part by any
<br />negligenl act or omiSSion of the Contractor, SUb-Contractor, anyone
<br />directly or indirectly employed by any of lhem or anyone for whose
<br />acts any of lhem may be liable, regardless of whelher or nol it is
<br />caused by a party indemnified hereunder. In the event thaI a court
<br />of compelenl jurisdiction determines thai Sec. 725.06 (2), F.S. is
<br />applicable to this Work, then in lieu of the above Provisions of Ihis
<br />section the parties agree thai Contractor shall indemnify, defend
<br />and hold hannless the City, their officers and employees, to the
<br />fullest extenl authorized by Sec. 72S.06 (2) F.S., which statutO/)'
<br />prOVisions shall be deemed 10 be inCOl]lOraled herein by reference
<br />as if fully set forth herein. In the event lhal any action or
<br />Proceeding is broughl against City by reason of any SUch claim or
<br />demand, Contractor, upon written notice from City shall defend
<br />such action or Proceeding by counsel salisfactory to City. The
<br />indemnification Provided above shall obligale Conlractor to defend
<br />at its own expense or 10 provide for such defense, at City's OPtion,
<br />any and all claims of liability and all suits and actions of every name
<br />and desoiplion that may be brought against City, exduding only
<br />those which allege that Ihe injuries arose out of the sole negligence
<br />of City, which may result from the operalions and activities under
<br />this Conlract whether the Work be performed by Contractor, its
<br />SUb-Contractors, or by anyone directly or indirectly employed by
<br />either.
<br />
<br />.t!I:CISIONS ON DISAGREEMEN~
<br />
<br />The City will be the initial interpreter of the Technical
<br />Specifications.
<br />
<br />~ITY MAY TERMINAT~
<br />
<br />If the Conlractor is adjudged bankrupt or insolvenl, or if they make
<br />a general assignment for the benefit of their credllors, or if a
<br />trustee or receiver is appo;nled for the Conlractor or for any of
<br />their property, or if they file a petition to take advantage of any
<br />debtor's act, or 10 reorganize under bankruptcy or similar laws, or If
<br />Ihey repeatedly fails to supply sufficient skilled workmen or suitable
<br />materials Or equipment, or if lhey repeatedly fall to make prompt
<br />paymenls to Sub-Contractors or for labor, materials or equipment
<br />Or they disregard laws, ordinances, rules, regulalions or orders of
<br />any public body having jurisdiction, or if Ihey disregard the
<br />authority of the City, of if they otherwise vlolale any provision of,
<br />Ihe Contract Dowments, then the City may, wllhoul prejudice 10
<br />any other righl or remedy and after giving lhe Contractor and the
<br />surety ten (10) days written nOlice, tenninate the services of the
<br />Contractor and take POSsession of the Project and of all materials,
<br />equipment, 1000s, construction equipment and machinei)' thereon
<br />owned by the Contractor, and finish lhe Work by whatever method
<br />Ihey may deem expedient. In such case the Contractor shall nol
<br />be entitled to receive any further paymenl until lhe Work is
<br />finished. If Ihe unpaid balance of the Contract Price exceeds the
<br />direct and indirect costs of compleling the Project, induding
<br />compensation for addllional professional services, such excess shall
<br />be paid 10 lhe Contractor. If such costs exceed such unpaid
<br />balance, the Contractor will pay Ihe difference to lhe City. Such
<br />costs inCUrred by the City will be determined by the City and
<br />
<br />incorporated in a Change Order. If after tennination of the
<br />Contractor under this Section, II is determined by a court of
<br />competent jurisdiction for any reason that the Contractor was not
<br />in defaulI, the rights and obligations of the City and the Contractor
<br />shaH be the same as if the tmnination had been issued pursuant 10
<br />this document.
<br />
<br />1.38
<br />
<br />1.37.1 Where the Contractor's services have been so
<br />tenninated by the City said tmnination shall not
<br />afl8:t any rights of the Oty against the Contractor
<br />then existing or which may thereafter accrue. Any
<br />retention or payment of moneys by the Oty due lhe
<br />Conlractor will not release the Contractor rrom
<br />liability.
<br />
<br />1.37.2 Upon ten (10) days written notice to the Contractor,
<br />the City may, wlthoul cause and wlthoul prejudice 10
<br />any other right or remedy, elect 10 lennlnale the
<br />Agreement. In such case, the Contractor shall be
<br />paid for all Work executed and accepted by the City
<br />as of the dale of the tennlnation. No payment shall
<br />be made for profit for Work which has not been
<br />perfonned.
<br />
<br />MISCELLANEOU~
<br />
<br />Proposers acknOWledge the following miscellaneous conditions:
<br />
<br />1.38.1
<br />
<br />Whenever any Provision of Ihe Contract Documents
<br />requires the giving of written nolice II shall be
<br />deemed 10 have been validly given if deliVered in
<br />person 10 the individual or 10 a member of the firm or
<br />10 an officer of the aJrporalion for whom il is
<br />Intended, or if delivered at or senl by registered or
<br />certJfoed mail, postage prepaid, 10 the lasl business
<br />address known 10 them who gives the nolice.
<br />
<br />The Contract Documents shall remain the property of
<br />the City. The Contractor shall have Ihe right to keep
<br />one record set of the Contract Documents upon
<br />completion of the Project.
<br />
<br />The duties and obligations imposed by these General
<br />Conditions, Special Conditions and Supplemental
<br />Conditions and lhe rights and remedies available
<br />hereunder, and, in particular bul withoul IImitalion,
<br />the warranlies, guarantees and obligalions imposed
<br />upon Contractor and those in the Special Conditions
<br />and the rights and remedies available to the City,
<br />shall be in addition to, and shall not be construed in
<br />any way as a Iimllation of, any rights and remedies
<br />available by law, by special guaranlee or by other
<br />provisions of Ihe Contract Dowments.
<br />
<br />Should the City or the Contractor suffer injury Or
<br />damage 10 its person or property because of any
<br />error, omission, or act of the other or of any of Ihelr
<br />employees or agents or others for whose acts they
<br />are legally liable, claim shall be made in Writing to the
<br />other party within a reasonable lime of the first
<br />observance of such in jury or damage.
<br />
<br />1.38.2
<br />
<br />1.38.3
<br />
<br />1.38.4
<br />
<br />1.39
<br />
<br />WAIVER OF JURY TRIAL:
<br />
<br />City and Conlractor knOWingly, irrevocably voluntarily and
<br />inlentionally waive any right either may have 10 a trial by jury In
<br />Slate or Federal Court Proceedings in respect to any action,
<br />Proceeding, lawsuit or counterclaim based upon the Contract
<br />Documents or Ihe performance of the Work there under.
<br />
<br />1.40
<br />
<br />GOVERNING LAII'{,
<br />
<br />The Contract shall be construed in accordance wilh and govemed
<br />by the law of the State of Aorida.
<br />
<br />1,41
<br />
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<br />
<br />City of Sunny Isles Beach I Request for Proposal No. 12-01-05
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