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1.38
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<br />1.40
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<br />any rights of the City against the Contractor then
<br />existing or which may thereafter accrue. Any retention
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<br />or payment of moneys by the City due the Contractor
<br />will not release the Contractor from liability.
<br />1.37.2 Upon ten (10) days written notice to the Contractor,
<br />the City may, without cause and without prejudice to
<br />any other right or remedy, elect to terminate the
<br />Agreement. In such case, the Contractor 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 made
<br />for profit for Work which has not been performed,
<br />MISCELLANEOUS:
<br />Consultants acknowledge the following miscellaneous conditions;
<br />1.38.1 Whenever any provision of the Contract Documents
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<br />requires the giving of written notice it shall be deemed
<br />to have been validly given If delivered in person to the
<br />individual or to a member of the firm or to an officer of
<br />the corporation for whom it is intended, or if delivered
<br />at or sent by registered or certified mall, postage
<br />prepaid, to the last business address known to them
<br />who gives the notice.
<br />1.38.2 The Contract Documents shall remain the property of
<br />the City. The Contractor shall have the right to keep
<br />one record set of the Contract Documents upon
<br />completion of the Project
<br />1.38.3 The duties and obligations imposed by these General
<br />Conditions, Special Conditions and Supplemental
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<br />Conditions and the rights and remedies available
<br />hereunder, and, In particular but without limitation, the
<br />warranties, guarantees and obligations imposed upon
<br />Contractor and those in the Special Conditions and the
<br />rights and remedies available to the Crty, shall be In
<br />addition to, and shall not be construed In any way as a
<br />limitation of, any rights and remedies available by law,
<br />by special guarantee or by other provisions of the
<br />Contract Documents.
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<br />1.38.4 Should the City or the Contractor suffer Injury or
<br />damage to Its person or property because of any error,
<br />omission, or act of the other or of any of their
<br />employees or agents or others for whose acts they are
<br />legally liable, claim shall be made in writing to the other
<br />party within a reasonable time of the first observance
<br />of such in jury or damage.
<br />WAIVER OF IURY TRIAL:
<br />City and Contractor knowingly, irrevocably voluntarily and
<br />Intentionally waive any right either may have to a trial by jury In
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<br />State or Federal Court proceedings in respect to any action,
<br />proceeding, lawsuit or counterclaim based upon the Contract
<br />Documents or the performance of the Work there under,
<br />GOVERNING LAW:
<br />The Contract shall be construed In accordance with and governed by
<br />the law of the State of Florida.
<br />VENUE:
<br />Venue of any action to enforce the Contract Documents shall be in
<br />Mlaml-Dade County, Florida.
<br />End of Section
<br />It Is the intention of the parties that whenever possible, if a dispute
<br />or controversy arises hereunder then such dispute or controversy
<br />shall be settled by arbitration in accordance with the procedures,
<br />rules and regulations of the American Arbitration Association. The
<br />decision rendered by the Arbitrator shall be final and binding upon
<br />the parties and judgment upon the award rendered by the arbitrator
<br />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 />prevailing party or, if neither party prevails on the whole, each party
<br />shall be responsible for a portion of the costs of arbitration and their
<br />respective attorneys' fees as may be determined by the court on
<br />confirmation.
<br />City shall have right to inspect and copy during regular business
<br />hours at City's expense, the books and records and accounts of
<br />Contractor which relate in any way to the Project, and to any claim
<br />for additional compensation made by Contractor, and to conduct an
<br />audit of the financial and accounting records of Contractor which
<br />relate to the Project, Contractor shall retain and make available to
<br />City all such books and records and accounts, Financial or otherwise,
<br />which relate to the Project and to any claim for a period of three
<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 />five days written notice.
<br />SEVERABILITY:
<br />If any provision of the Contract or the application thereof to any
<br />person or situation shall to any extent, be held invalid or
<br />unenforceable, the remainder of the Contract, and the application of
<br />such provisions to persons or situations other than those as to which
<br />It shall have been held invalid or unenforceable shall not be affected
<br />thereby, and shall continue in full force and effect, and be enforced
<br />to the fullest extent permitted by law.
<br />INOEPENDENT _MNTRACTOR;
<br />The Contractor is an independent Contractor under the Contract.
<br />Services provided by the Contractor shall be by employees of the
<br />Contractor and subject to supervision by the Contractor, and not as
<br />officers, employees, or agents of the City. Personnel policies, tax
<br />responsibilities, social security and health insurance, employee
<br />benefits, purchasing policies and other similar administrative
<br />procedures, applicable to services rendered under the Contract shall
<br />be those of the Contractor,
<br />FORCE MAIEURE
<br />The Agreement which Is awarded to the successful Consultant may
<br />provide that the performance of any act by the City or Contractor
<br />hereunder may be delayed or suspended at any time while, but only
<br />so long as, either party is hindered in or prevented from performance
<br />by acts of God, the elements, war, rebellion, strikes, lockouts or any
<br />cause beyond the reasonable control of such party, provided
<br />however, the City shall have the right to provide substitute service
<br />from third parties or City forces and in such event the City shall
<br />withhold payment due Contractor for such period of time. If the
<br />condition of force majeure exceeds a period of 14 days the City may,
<br />at Its option and discretion, cancel or renegotiate the Agreement,
<br />Mel 1 11111111
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