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C"y OF SUN PttO
<br />1.35 12UTYTO DEFEND INDEMNIFY AND SAVE HARMLESS:
<br />incorporated in a Change Order. If after termination of the
<br />Contractor under this Section, it is determined
<br />In consideration of the separate sum of twenty-five dollars ($25.00)
<br />and other valuable consideration, the Contractor
<br />by a court of
<br />competent jurisdiction for any reason that the Contractor was not
<br />in default, the rights and obligations of the City
<br />shall defend,
<br />indemnify and hold harmless the City, its officers, agents and
<br />and the Contractor
<br />shall be the same as if the termination had been issued pursuant to
<br />employees, from or on account of any injuries or damages,
<br />received or sustained by
<br />this document.
<br />any person or persons during or on
<br />account of any operations connected with the Work described in
<br />the Contract Documents,
<br />1.37.1 Where the Contractors services have been so
<br />terminated
<br />or by or in consequence of any
<br />negligence in connection with the same; or by use of any improper
<br />by the City said termination shall not
<br />affect any rights of the City against the Contractor
<br />materials or by or on account of any act or omission of the said
<br />Contractor or his Sub - Contractor, agents, servants
<br />then existing or which may thereafter accrue. Any
<br />retention or payment of moneys
<br />or employees.
<br />The Contractor will defend, indemnify and hold harmless the City
<br />and their agents or employees
<br />by the City due the
<br />Contractor will not release the Contractor from
<br />liability.
<br />from and against all claims,
<br />damages, losses and expenses including attorneys' fees arising out
<br />of or resulting from the performance of the Work, provided that
<br />any such claim damage, loss or expense (a) is attributable to bodily
<br />1'37.2 Upon ten (10) days written notice to the Contractor,
<br />the City may, without cause and without
<br />injury, sickness, disease or death, or to injury to or destruction of
<br />tangible property (other than Work itself)
<br />prejudice
<br />any other right or remedy, elect to terminate the
<br />Agreement.
<br />including the loss of use
<br />resulting wherefrom and (b) is caused in whole or in part by any
<br />In such case, the Contractor shall be
<br />paid for all Work executed and accepted by the
<br />negligent act or omission of the Contractor, Sub - Contractor, anyone
<br />directly or indirectly employed by any of them or anyone for
<br />City
<br />as of the date of the termination. No payment shall
<br />be made for profit for Work
<br />whose
<br />acts any of them may be liable, regardless of whether or not it is
<br />which has not been
<br />performed.
<br />caused by a party indemnified hereunder. In the event that a court
<br />of competent jurisdiction determines that Sec.
<br />1'38 MISCELLANEOUS:
<br />725.06 (2), F.S. is
<br />applicable to this Work, then in lieu of the above provisions of this
<br />section the parties agree that Contractor shall indemnify, defend
<br />and hold harmless the City, their
<br />Proposers acknowledge the following miscellaneous conditions:
<br />officers and employees, to the
<br />fullest extent authorized by Sec. 725.06 (2) F.S., which statutory
<br />1.38.1 Whenever any provision of the Contract Documents
<br />provisions shall be deemed to be incorporated herein by reference
<br />as if fully set forth herein. In the event that any action or
<br />requires the giving of written notice it shall be
<br />deemed to have been validly given if delivered
<br />proceeding is brought against City by reason of any such claim or
<br />demand, Contractor, upon written notice from City shall defend
<br />in
<br />person to the individual or to a member of the firm or
<br />to an officer of the corporation for
<br />such action or proceeding by counsel satisfactory to City. The
<br />indemnification provided above shall obligate Contractor
<br />whom it is
<br />intended, or if delivered at or sent by registered or
<br />certified mail, postage
<br />to defend
<br />at its own expense or to provide for such defense, at City's option,
<br />prepaid, to the last business
<br />address known to them who gives the notice.
<br />any and all claims of liability and all suits and actions of every name
<br />and description that may be brought against City, excluding only
<br />1'38.2 The Contract Documents shall remain the
<br />those which allege that the injuries arose out of the sole negligence
<br />Of City, which may result from the
<br />property of
<br />the City. The Contractor shall have the right to keep
<br />one record set
<br />operations and activities under
<br />this Contract whether the Work be performed by Contractor, its
<br />of the Contract Documents upon
<br />completion of the Project.
<br />Sub - Contractors, or by anyone directly or indirectly employed by
<br />either.
<br />1.38.3
<br />The duties and obligations imposed by these General
<br />1.36 DECISIONS ON DISAGREEMENTS:
<br />Conditions, Special Conditions and Supplemental
<br />Conditions and the rights and remedies
<br />The City will be the initial interpreter of the Technical
<br />available
<br />hereunder, and, in particular but without limitation,
<br />the warranties, guarantees and obligations imposed
<br />Specifications.
<br />upon Contractor and those in the Special Conditions
<br />1.37 CITY MAY TERMINATE:
<br />and the rights and remedies available to the City ,
<br />shall be in addition to, and shall not be
<br />If the Contractor is adjudged bankrupt or insolvent, or if they make
<br />construed in
<br />any way as a limitation of, any rights and remedies
<br />available by law, by special guarantee or by other
<br />a general assignment for the benefit of their creditors, or if a
<br />trustee or receiver is appointed for the Contractor
<br />provisions of the Contract Documents.
<br />or for any of
<br />their property, or if they file a petition to take advantage of any
<br />debtor's act, or to reorganize under bankruptcy or similar laws,
<br />1.38.4 Should the City or the Contractor suffer injury or
<br />damage is person or
<br />or if
<br />they repeatedly fails to supply sufficient skilled workmen or suitable
<br />materials or equipment, or if they
<br />property because of any
<br />error, omission,
<br />s act the other or of any of their
<br />employees
<br />repeatedly fail to make prompt
<br />payments to Sub - Contractors or for labor, materials or equipment
<br />a nts or r
<br />or age others for whose acts they
<br />are legally liable, claim shall made in writing to the
<br />or they disregard laws, ordinances, rules, regulations or orders of
<br />any public body having jurisdiction, or if they disregard the
<br />other party within a reason
<br />n able time of the first
<br />observance of such in jury or damage,
<br />authority of the City, of if they otherwise violate any provision of,
<br />the Contract Documents, then the City may,
<br />139 WAIVER OF ]uev TR?nr .
<br />without prejudice to
<br />any other right or remedy and after giving the Contractor and the
<br />surety ten (10) days written notice, terminate the services of the
<br />Contractor and take possession of the Project
<br />City and Contractor right i her irrevocably voluntarily and
<br />intentionally waive any right either
<br />and of all materials,
<br />equipment, tools, construction equipment and machinery thereon
<br />may have ec a trial by jury in
<br />State Federal Court proceedings respect to any action,
<br />owned by the Contractor, and finish the Work by whatever method
<br />they may deem expedient. In such case the Contractor
<br />di
<br />proceeding, lawsuit or counterclaim based upon the Contract
<br />b
<br />Documents or the performance of the Work there
<br />shall not
<br />be entitled to receive any further payment until the Work is
<br />finished. If the unpaid balance of the Contract
<br />under.
<br />1'40 GOVERNING LAW
<br />Price exceeds the
<br />direct and indirect costs of completing the Project, including
<br />compensation for additional professional services, such excess shall
<br />be paid to the Contractor. If such costs exceed such unpaid
<br />The Contract shall be construed in accordance with and governed
<br />by the law of the State of Florida.
<br />balance, the Contractor will pay the difference to the City. Such
<br />costs incurred by the City will be determined by the City and
<br />1.41 VENUE:
<br />City of Sunny Isles Beach I Request for Proposal No. 12 -04 -01
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