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7. INDEMNIFICATION:
<br /> Each party hereto agrees that it shall be solely responsible for the negligent or wrongful acts of its
<br /> employees and agents. However, nothing contained herein shall constitute a waiver by either party of its
<br /> sovereign immunity or the provisions of Section 768.28, Florida Statutes. Further, nothing herein shall be
<br /> construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in
<br /> any matter arising out of any contract or this Agreement.
<br /> 8. DEFAULT/TERMINATION/FORCE MAJEURE:
<br /> A. The Department may terminate this Agreement at any time if any warranty or representation made by
<br /> Grantee in this Agreement or in its application for funding shall at any time be false or misleading in any
<br /> respect, or in the event of the failure of the Grantee to fulfill any of its obligations under this Agreement.
<br /> Prior to termination, the Department shall provide thirty (30) calendar days written notice of its intent to
<br /> terminate and shall provide the Grantee an opportunity to consult with the Department regarding the
<br /> reason(s)for termination.
<br /> B. The Department may terminate this Agreement for convenience by providing the Grantee with thirty (30)
<br /> calendar day's written notice. If the Department terminates the Agreement for convenience,the Department
<br /> shall notify the Grantee of such termination, with instructions as to the effective date of termination or
<br /> specify the stage of work at which the Agreement is to be terminated. If the Agreement is terminated before
<br /> performance is completed, the Grantee shall be paid only for that work satisfactorily performed for which
<br /> costs can be substantiated.
<br /> C. Records made or received in conjunction with this Agreement are public records. This Agreement may be
<br /> unilaterally canceled by the Department for unlawful refusal by the Grantee to allow public access to all
<br /> documents, papers, letters, or other material made or received by the Grantee in conjunction with this
<br /> Agreement and subject to disclosure under Chapter 119,Florida Statutes(F.S.),and Section 24(a),Article I,
<br /> Florida Constitution.
<br /> D. If a force majeure occurs that causes delays or the reasonable likelihood of delay in the fulfillment of the
<br /> requirements of this Agreement,the Grantee shall promptly notify the Department orally. Within seven(7)
<br /> calendar days, the Grantee shall notify the Department in writing of the anticipated length and cause of the
<br /> delay, the measures taken or to be taken to minimize the delay and the Grantee's intended timetable for
<br /> implementation of such measures. If the parties agree that the delay or anticipated delay was caused,or will
<br /> be caused by a force majeure,the Department may, at its discretion, extend the time for performance under
<br /> this Agreement for a period of time equal to the delay resulting from the force majeure upon execution of an
<br /> amendment to this Agreement. Such agreement shall be confirmed by letter from the Department accepting,
<br /> or if necessary, modifying the extension. A force majeure shall be an act of God, strike, lockout, or other
<br /> industrial disturbance, act of the public enemy, war, blockade,public riot, lightning, fire, flood, explosion,
<br /> failure to receive timely necessary third party approvals through no fault of the Grantee, and any other
<br /> cause, whether of the kind specifically enumerated herein or otherwise, that is not reasonably within the
<br /> control of the Grantee and/or the Department. The Grantee is responsible for the performance of all
<br /> services issued under this Agreement.Failure to perform by the Grantee's consultant(s)or subcontractor(s)
<br /> shall not constitute a force majeure event.
<br /> 9. REMEDIES/FINANCIAL CONSEQUENCES:
<br /> No payment will be made for deliverables deemed unsatisfactory by the Department. In the event that a
<br /> deliverable is deemed unsatisfactory by the Department, the Grantee shall re-perform the services needed
<br /> for submittal of a satisfactory deliverable, at no additional cost to the Department,within ten (10)calendar
<br /> days of being notified of the unsatisfactory deliverable. If a satisfactory deliverable is not submitted within
<br /> the specified timeframe, the Department may, in its sole discretion, either: 1)terminate this Agreement for
<br /> failure to perform,or 2)the Department Grant Manager may,by letter specifying the failure of performance
<br /> DEP Agreement No S0839,Page 4 of 11
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