|
850-040.89
<br /> -- - -- - - - MAtNTENANCF
<br /> - -- -- - - - - -- - OGC - 06110
<br /> Page 3 of 4
<br /> Coordinator with written authorization granting such additional time as the DEPARTMENT deems appropriate to correct
<br /> the deficiency( ies ) ; or 2) correct the deficiency(ies ) at the Construction Coordinator's sole cost and expense,
<br /> without
<br /> DEPARTMENT liability to the Construction Coordinator for any resulting loss or damage to property, including , but
<br /> not
<br /> limited to , machinery and equipment . If the DEPARTMENT elects to correct the deficiency(ies ), the DEPARTMENT shall
<br /> provide the Construction Coordinator with an invoice for the costs incurred by the DEPARTMENT and the Construction
<br /> Coordinator shall pay the invoice within thirty ( 30 ) days of the date of the invoice .
<br /> 17 . Nothing in this Agreement shall be deemed or otherwise interpreted as waiving the DEPARTMENT'S
<br /> increasing the limits of liability as set forth in Section 768 . 28 , Florida Statutes . The
<br /> sovereign immunity protections , or as
<br /> DEPARTMENT'S liability for breach of this Agreement is limited in amount and shall not exceed the limitations of liability
<br /> for tort actions as set forth in Section 768 . 28(5) , Florida Statutes .
<br /> 18 . All formal notices , proposed changes and determinations between the parties hereto and those required
<br /> by this Agreement, including , but not limited to , changes to the notification addresses set forth below, shall be
<br /> in writing
<br /> and shall be sufficient if mailed by regular United States mail , postage prepaid , to the parties at the
<br />contact information
<br /> listed below.
<br /> 19 . The Construction Coordinator shall not cause any liens or encumbrances to attach to any
<br /> portion of
<br /> DEPARTMENT right of way .
<br /> 20 . This Agreement shall be governed by the laws of the State of Florida in terms of
<br /> interpretation and
<br /> performance . Venue for any and all actions arising out of or in any way related to the interpretation , validity, performance
<br /> or breach of this Agreement shall lie exclusively in a state court of appropriate jurisdiction in Leon County, Florida .
<br /> 21 . The Construction Coordinator may not assign , pledge or transfer any of the rights , duties and obligations
<br /> provided in this Agreement without the prior written consent of the DEPARTMENT' S District Secretary or
<br /> his/her
<br /> designee . The DEPARTMENT has the sole discretion and authority to grant or deny proposed assignments , with
<br /> or
<br /> without cause . Nothing herein shall prevent the Construction Coordinator from delegating its duties hereunder, but such
<br /> delegation shall not release the Construction Coordinator from its obligation to perform this Agreement.
<br /> 22 . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
<br /> successors and assigns . Nothing in this Agreement is intended to confer any rights , privileges , benefits , obligations
<br /> or
<br /> remedies upon any other person or entity except as expressly provided for herein .
<br /> 23 . This instrument , together with the attached exhibits and documents made part hereof by
<br /> reference ,
<br /> contain the entire agreement of the parties and no representations or promises have been made except those
<br /> that are
<br /> specifically set out in this Agreement . All prior and contemporaneous conversations , negotiations , possible and
<br /> alleged
<br /> agreements and representations , covenants , and warranties with respect to the subject matter of this Agreement, and any
<br /> part hereof, are waived , merged herein and superseded hereby .
<br /> 24 . By their signature below, the parties hereby acknowledge the receipt, adequacy and sufficiency
<br /> of
<br /> consideration provided in this Agreement and forever waive the right to object to or otherwise challenge the same .
<br /> 25 . The failure of either party to insist on one or more occasions on the strict performance or compliance with
<br /> any term or provision of this Agreement shall not be deemed a waiver or relinquished in the future of the
<br /> enforcement
<br /> thereof, and it shall continue in full force and effect unless waived or relinquished in writing by the party seeking to
<br /> enforce
<br /> the same .
<br /> 26 . No term or provision of this Agreement shall be interpreted for or against any party because that party
<br /> or
<br /> that party' s legal representative drafted the provision .
<br /> 27 . If any section , paragraph , clause or provision of this Agreement is adjudged by a
<br /> court , agency or
<br /> authority of competent jurisdiction to be invalid , illegal or otherwise unenforceable , all remaining parts of this Agreement
<br /> shall remain in full force and effect and the parties shall be bound thereby so long as principle purposes of this
<br /> Agreement
<br /> remain enforceable .
<br /> 28 . A modification or waiver of any of the provisions of this Agreement shall be effective only
<br /> if made in
<br /> writing and executed with the same formality as this Agreement.
<br /> 29 . The Construction Coordinator agrees to promptly indemnify, defend , save and hold harmless the
<br /> DEPARTMENT and all of its officers , agents and employees from and pay all demands, claims , judgments
<br />, liabilities ,
<br /> damages , fines , fees , taxes, assessments , penalties , costs , expenses , attorneys' fees and suits of any
<br /> nature or kind
<br /> whatsoever caused by, or arising out of or related to the performance or breach of this Agreement by the
<br />Construction
<br /> Coordinator, including , without limitation , performance of the Project within the DEPARTMENT'S right of way. The term
<br /> "liabilities" shall specifically include , without limitation , any act, action, neglect or omission by the Construction
<br /> Coordinator, its officers , agents , employees or representatives in any way pertaining to this Agreement, whether direct
<br /> or
<br /> indirect, except that neither the Construction Coordinator nor any of its officers , agents , employees or representatives
<br />will
<br /> be liable under this provision for damages arising out of injury or damages directly caused or resulting
<br /> from the sole
<br /> negligence , intentional or wrongful acts of the DEPARTMENT or any of its officers , agents or employees . The
<br /> Construction Coordinator shall notify the DEPARTMENT in writing immediately upon becoming aware of such liabilities
<br />.
<br /> The Construction Coordinator' s inability to evaluate liability, or its evaluation of liability, shall not excuse performance
<br /> of
<br /> the provisions of this paragraph . The indemnities assumed by the Construction Coordinator shall survive termination
<br /> of
<br />
|