2003-239 - Laserfiche WebLink

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f. Unless authorized by law and agreed to in writing by the DIVISION , the DIVISION shall not be liable to pay attomey fees , interest, or cost of collection . g . The DIVISION shall not assume any liability for the acts , omissions to act or negligence of the Grantee , its agents, servants or employees; nor shall the Grantee exclude liability for its own acts, omissions to act or negligence to the DIVISION . In addition , the Grantee hereby agrees to be responsible for any injury or property damage resulting from any activities conducted by the Grantee . h . The Grantee, other than a Grantee which is the State or agency or subdivision of the State, agrees to indemnify and hold the DIVISION harmless from and against any and all claims or demands for damages of any nature , including but not limited to personal injury , death , or damage to property , arising out of any activities performed under this agreement and shall investigate all claims at its own expense . i . Neither the State nor any agency or subdivision of the State waives any defense of sovereign immunity , or increases the limits of its liability , upon entering into a contractual relationship . j . The Grantee, its officers, agents, and employees , in performance of this agreement, shall act in the capacity of an independent contractor and not as an officer, employee or agent of the DIVISION . Under this agreement, Grantee is not entitled to accrue any benefits of state employment, including retirement benefits and any other rights or privileges connected with employment in the State Career Service. Grantee agrees to take such steps as may be necessary to ensure that each subcontractor of the Grantee will be deemed to be an independent contractor and will not be considered or permitted to be an agent, servant, joint venturer, or partner of the DIVISION . k. The Grantee shall not assign , sublicense , nor otherwise transfer its rights, duties, or obligations under this agreement without the prior written consent of the DIVISION , whose consent shall not unreasonably be withheld . The agreement transferee must demonstrate compliance with the requirements of the program. If the DIVISION approves a transfer of the Grantee's obligations, the Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In the event the Legislature transfers the rights, duties, or obligations of the Department to another govemmental entity pursuant to section 20. 60 , Florida Statutes, or otherwise, the rights, duties , and obligations under this agreement shall also be transferred to the successor government entity as if it were an original party to the agreement. I . This agreement shall bind the successors , assigns and legal representatives of the Grantee and of any legal entity that succeeds to the obligation of the DIVISION . m . This agreement shall be terminated by the DIVISION because of failure of the Grantee to fulfill its obligations under the agreement in a timely and satisfactory manner unless the Grantee demonstrates good cause as to why it cannot fulfill its obligations . Satisfaction of obligations by Grantee shall be determined by the DIVISION , based on the terms and conditions imposed on the Grantee in paragraphs I and III of this agreement and guidelines for the State Aid to Libraries Grant Program. The DIVISION shall provide Grantee a written notice of default letter. Grantee shall have 15 calendar days to cure the default. If the default is not cured by Grantee within the stated period , the DIVISION shall terminate this agreement, unless the Grantee demonstrates good cause as to why it cannot cure the default within the prescribed time period . For purposes of this agreement, "good cause" is defined as circumstances beyond the Grantee's control . Notice shall be sufficient if it is delivered to the party personally or mailed to its specked address. In the Page 3 of 4