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<br /> Contractor, agents, servants or employees. The Contractor will 1.37.2 Upon ten(10)days written notice to the Contractor,
<br /> defend,indemnify and hold harmless the City and their agents or the City may,without cause and without prejudice to
<br /> employees from and against all claims, damages, losses and any other right or remedy, elect to terminate the
<br /> expenses including attorneys'fees arising out of or resulting from Agreement. In such case,the Contractor shall be paid
<br /> the performance of the Work,provided that any such daim damage, for all Work executed and accepted by the City as of
<br /> loss or expense(a)is attributable to bodily injury,sickness,disease the date of the termination. No payment shall be made
<br /> or death,or to injury to or destruction of tangible property(other for profit for Work which has not been performed.
<br /> than Work itself)including the loss of use resulting wherefrom and
<br /> (b)is caused in whole or in part by any negligent act or omission of 1.38 MISCELLANEOUS;
<br /> the Contractor, Sub-Contractor, anyone directly or indirectly
<br /> employed by any of them or anyone for whose acts any of them may Proposers acknowledge the following miscellaneous conditions:
<br /> be liable, regardless of whether or not it is caused by a party
<br /> indemnified hereunder. In the event that a court of competent 1.38.1 Whenever any provision of the Contract Documents
<br /> jurisdiction determines that Sec.725.06(2),F.S.is applicable to this requires the giving of written notice it shall be deemed
<br /> Work,then in lieu of the above provisions of this section the parties to have been validly given if delivered in person to the
<br /> agree that Contractor shall indemnify,defend and hold harmless the individual or to a member of the firm or to an officer of
<br /> City,their officers and employees,to the fullest extent authorized by the corporation for whom it is intended,or if delivered
<br /> Sec.725.06(2)F.S.,which statutory provisions shall be deemed to at or sent by registered or certified mail, postage
<br /> be incorporated herein by reference as if fully set forth herein. In prepaid,to the last business address known to them
<br /> the event that any action or proceeding is brought against City by who gives the notice.
<br /> reason of any such daim or demand,Contractor,upon written notice
<br /> from Gty shall defend such action or proceeding by counsel 1.38.2 The Contract Documents shall remain the property of
<br /> satisfactory to City. The indemnification provided above shall the City. The Contractor shall have the right to keep
<br /> obligate Contractor to defend at its own expense or to provide for one record set of the Contract Documents upon
<br /> such defense,at Gty's option,any and all daims of liability and all completion of the Project.
<br /> suits and actions of every name and description that may be brought
<br /> against City,excluding only those which allege that the injuries arose 1.38.3 The duties and obligations imposed by these General
<br /> out of the sole negligence of City, which may result from the Conditions, Special Conditions and Supplemental
<br /> operations and activities under this Contract whether the Work be Conditions and the rights and remedies available
<br /> performed by Contractor,its Sub-Contractors,or by anyone directly hereunder,and,in particular but without limitation,the
<br /> or indirectly employed by either" warranties,guarantees and obligations imposed upon
<br /> Contractor and those in the Special Conditions and the
<br /> 1.36 pECISIONs ON DISAGREEMENTS; rights and remedies available to the City,shall be in
<br /> addition to,and shall not be construed in any way as a
<br /> The Gty will be the initial interpreter of the Technical Specifications. limitation of,any rights and remedies available by law,
<br /> by special guarantee or by other provisions of the
<br /> 1.37 CITY MAY TERMINATE: Contract Documents.
<br /> If the Contractor is adjudged bankrupt or insolvent,or if they make 1.38.4 Should the City or the Contractor suffer injury or
<br /> a general assignment for the benefit of their creditors,or if a trustee damage to its person or property because of any error,
<br /> or receiver is appointed for the Contractor or for any of their omission, or act of the other or of any of their
<br /> property,or if they file a petition to take advantage of any debtor's employees or agents or others for whose acts they are
<br /> act,or to reorganize under bankruptcy or similar laws,or if they legally liable,claim shall be made in writing to the other
<br /> repeatedly fails to supply sufficient skilled workmen or suitable party within a reasonable time of the first observance
<br /> materials or equipment,or if they repeatedly fail to make prompt of such in jury or damage.
<br /> payments to Sub-Contractors or for labor,materials or equipment or
<br /> they disregard laws,ordinances,rules,regulations or orders of any 1.39 WAIVER OF JURY TRIAL:
<br /> public body having jurisdiction,or if they disregard the authority of
<br /> the Gty,of if they otherwise violate any provision of,the Contract City and Contractor knowingly, irrevocably voluntarily and
<br /> Documents,then the Gty may,without prejudice to any other right intentionally waive any right either may have to a trial by jury in
<br /> or remedy and after giving the Contractor and the surety ten(10) State or Federal Court proceedings in respect to any action,
<br /> days written notice,terminate the services of the Contractor and take proceeding, lawsuit or counterclaim based upon the Contract
<br /> possession of the Project and of all materials, equipment, tools, Documents or the performance of the Work there under.
<br /> construction equipment and machinery thereon owned by the
<br /> Contractor,and finish the Work by whatever method they may deem 1.40 GOVERNING LAW:
<br /> expedient. In such case the Contractor shall not be entitled to
<br /> receive any further payment until the Work is finished. If the unpaid The Contract shall be construed in accordance with and governed by
<br /> balance of the Contract Price exceeds the direct and indirect costs of the law of the State of Florida.
<br /> completing the Project, including compensation for additional
<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 /> difference to the City. Such costs incurred by the City will be 1.41 VENUE:.
<br /> determined by the City and incorporated in a Change Order. If after
<br /> termination of the Contractor under this Section,it is determined by Venue of any action to enforce the Contract Documents shall be in
<br /> a court of competent jurisdiction for any reason that the Contractor Miami-Dade County,Florida.
<br /> was not in default,the rights and obligations of the City and the
<br /> Contractor shall be the same as if the termination had been issued 1.42 ARBITRATION:
<br /> pursuant to this document.
<br /> It is the intention of the parties that whenever possible,if a dispute
<br /> 1.37.1 Where the Contractor's services have been so or controversy arises hereunder then such dispute or controversy
<br /> terminated by the City said termination shall not affect shall be settled by arbitration in accordance with the procedures,
<br /> any rights of the City against the Contractor then rules and regulations of the American Arbitration Association. The
<br /> existing or which may thereafter accrue. Any retention decision rendered by the Arbitrator shall be final and binding upon
<br /> or payment of moneys by the Gty due the Contractor the parties and judgment upon the award rendered by the arbitrator
<br /> • will not release the Contractor from liability. 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 /> City of Sunny Isles Beach I Request for Proposal No. 17-02-01 8 -.
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