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<br />1.42
<br />
<br />adjusted accordingly. The Contractor will furnish
<br />proof of such an adjustment to the City.
<br />
<br />1.40
<br />
<br />SUSPENSION OF WORK AND TERMINATION
<br />
<br />The City may, at any time and without cause, suspend the Work
<br />or any portion thereof for a period of not more than ninety (90)
<br />days by notice in writing to the Contractor which shall fix the date
<br />on which Work shall be resumed. For suspensions longer than
<br />ninety (90) days, the Contractor may be allowed an increase in
<br />the Contract Price or an extension of the Contract Time, or both.
<br />
<br />1.41
<br />
<br />CITY MAY TERMINATE
<br />
<br />If the Contractor is adjudged bankrupt or insolvent, or if they
<br />make a general assignment for the benefit of their creditors, or if
<br />a trustee or receiver is appointed for the Contractor 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, or
<br />if they repeatedly fails to supply sufficient skilled workmen or
<br />suitable materials or equipment, or if they repeatedly fail to make
<br />prompt payments to Sub-Contractors or for labor, materials or
<br />equipment or they disregard laws, ordinances, rules, regulations
<br />or orders of any publiC body having jurisdiction, or if they
<br />disregard the authority of the City, of if they otherwise violate any
<br />provision of, the Contract Documents, then the City may, without
<br />prejudice to any other right or remedy and after giving the
<br />Contractor and the surety ten (10) days written notice, terminate
<br />the services of the Contractor and take possession of the Project
<br />and of all materials, equipment, tools, construction equipment and
<br />machinery thereon owned by the Contractor, and finish the Work
<br />by whatever method they may deem expedient. In such case the
<br />Contractor shall not be entitled to receive any further payment
<br />until the Work is finished. If the unpaid balance of the Contract
<br />Price exceeds the direct and indirect costs of completing the
<br />Project, including compensation for additional professional
<br />services, such excess shall be paid to the Contractor. If such
<br />costs exceed such unpaid balance, the Contractor will pay the
<br />difference to the City. Such costs incurred by the City will be
<br />determined by the City and incorporated in a Change Order. If
<br />after termination of the Contractor under this Section, it is
<br />determined by a court of competent jurisdiction for any reason
<br />that the Contractor was not in default, the rights and obligations
<br />of the City and the Contractor shall be the same as if the
<br />termination had been issued pursuant to this document.
<br />
<br />1.41.1
<br />
<br />Where the Contractor's services have been so
<br />terminated by the City said termination shall not
<br />affect any rights of the City against the Contractor
<br />then existing or which may thereafter accrue. Any
<br />retention or payment of moneys by the City due the
<br />Contractor will not release the Contractor from
<br />liability.
<br />
<br />1.41,2
<br />
<br />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
<br />paid for all Work executed and accepted by the City
<br />as of the date of the termination. No payment shall
<br />be made for profit for Work which has not been
<br />performed.
<br />
<br />MISCELLANEOUS
<br />
<br />Proposers acknowledge the following miscellaneous conditions:
<br />
<br />1.42,1
<br />
<br />Whenever any provision of the Contract Documents
<br />requires the giving of written notice it shall be
<br />deemed to have been validly given if delivered in
<br />person to the individual or to a member of the firm or
<br />to an officer of the corporation for whom it is
<br />intended, or if delivered at or sent by registered or
<br />certified mail, postage prepaid, to the last business
<br />address known to them who gives the notice.
<br />
<br />1.42.2
<br />
<br />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 />
<br />1.42.3
<br />
<br />The duties and obligations imposed by these General
<br />
<br />PAGE 10 OF 26
<br />BID No. 11-01-01
<br />
<br />1.44
<br />
<br />145
<br />
<br />Conditions, Special Conditions and Supplemental
<br />Conditions and the rights and remedies available
<br />hereunder, and, in particular but without limitation,
<br />the warranties, 9uarantees and obligations imposed
<br />upon Contractor and those in the Special Conditions
<br />and the ri9hts and remedies available to the City,
<br />shall be in addition to, and shall not be construed in
<br />any way as a limitation of, any rights and
<br />remedies available by law, by special guarantee or by
<br />other proviSions of the Contract Documents.
<br />
<br />1.42.4
<br />
<br />Should the City or the Contractor suffer injury or
<br />damage to its person or property because of any
<br />error, omission, or act of the other or of any of their
<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 time of the first
<br />observance of such injury or damage.
<br />
<br />1.43
<br />
<br />WAIVER OF JURY TRIAL
<br />
<br />City and Contractor knowingly, irrevocably voluntarily and
<br />intentionally waive any right either may have to a trial by jury in
<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 />
<br />1.43.1
<br />
<br />GOVERNING LAW
<br />
<br />The Contract shall be construed in accordance with
<br />and governed by the law of the State of
<br />Florida.
<br />
<br />1.43.2
<br />
<br />VENUE
<br />
<br />Venue of any action to enforce the Contract
<br />Documents shall be in Miami-Dade County, Florida.
<br />
<br />1.43.3
<br />
<br />ARBITRATION
<br />
<br />It is the intention of the parties that whenever
<br />possible, if a dispute or controversy arises hereunder
<br />then such dispute or controversy sha II be settled by
<br />arbitration in accordance with the procedures, rules
<br />and regulations of the American Arbitration
<br />Association. The decision rendered by the Arbitrator
<br />shall be final and binding upon the parties and
<br />judgment upon the award rendered by the arbitrator
<br />may be entered in any court having jurisdiction.
<br />Arbitration shall be held in Miami-Dade County,
<br />Florida. All costs of arbitration and attorneys' fees
<br />incurred by the parties shall be paid by the non-
<br />prevailing party or, if neither party prevails on the
<br />whole, each party shall be responsible for a portion of
<br />the costs of arbitration and their respective attorneys'
<br />fees as may be determined by the court on
<br />confirmation.
<br />
<br />PROJECT RECORDS
<br />
<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
<br />claim for additional compensation made by Contractor, and to
<br />conduct an audit of the financial and accounting records of
<br />Contractor which relate to the Project. Contractor shall retain and
<br />make available to City all such books and records and accounts,
<br />financial or otherwise, which relate to the Project and to any claim
<br />for a period of three years following final completion of the
<br />Project. During the Project and the three year period following
<br />final completion of the Project, Contractor shall provide City
<br />access to its books and records upon five days written notice.
<br />
<br />SEVERABILITY
<br />
<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
<br />of such provisions to persons or situations other than those as to
<br />which it shall have been held invalid or unenforceable shall not be
<br />affected thereby, and shall continue in full force and effect, and
<br />be enforced to the fullest extent permitted by law.
<br />
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