|
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/I'ERMINATION/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/FINANCiAi, 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 notsubmitted 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
<br />49
<br />
|