|
18. Indemnification.
<br /> a. The Grantee shall be fully liable for the actions of its agents, employees,partners, or subcontractors and shall
<br /> fully indemnify, defend,and hold harmless the Department and its officers,agents, and employees, from suits,
<br /> actions,damages,and costs of every name and description arising from or relating to:
<br /> i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in
<br /> part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that the
<br /> Grantee shall not indemnify for that portion of any loss or damages proximately caused by the
<br /> negligent act or omission of the Department;
<br /> ii. the Grantee's breach of this Agreement or the negligent acts or omissions of the Grantee.
<br /> b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon the
<br /> Department giving the Grantee(1)written notice of any action or threatened action;(2)the opportunity to take
<br /> over and settle or defend any such action at Grantee's sole expense;and(3)assistance in defending the action at
<br /> Grantee's sole expense. The Grantee shall not be liable for any cost,expense, or compromise incurred or made
<br /> by the Department in any legal action without the Grantee's prior written consent,which shall not be unreasonably
<br /> withheld.
<br /> c. Notwithstanding sections a.—b.above,the following is the sole indemnification provision that applies to Grantees
<br /> that are governmental entities: Each party hereto agrees that it shall be solely responsible for the negligent or
<br /> wrongful acts of its employees and agents. However,nothing contained herein shall constitute a waiver by either
<br /> party of its sovereign immunity or the provisions of Section 768.28,F.S.Further,nothing herein shall be construed
<br /> as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any matter arising
<br /> out of any contract or this Agreement.
<br /> d. No provision in this Agreement shall require the Department to hold harmless or indemnify the Grantee,insure
<br /> or assume liability for the Grantee's negligence,waive the Department's sovereign immunity under the laws of
<br /> Florida,or otherwise impose liability on the Department for which it would not otherwise be responsible. Any
<br /> provision,implication or suggestion to the contrary is null and void.
<br /> 19. Limitation of Liability.
<br /> The Department's liability for any claim arising from this Agreement is limited to compensatory damages in an amount
<br /> no greater than the sum of the unpaid balance of compensation due for goods or services rendered pursuant to and in
<br /> compliance with the terms of the Agreement.Such liability is further limited to a cap of$100,000.
<br /> 20. Remedies.
<br /> Nothing in this Agreement shall be construed to make the Grantee liable for force majeure events.Nothing in this
<br /> Agreement, including financial consequences for nonperformance, shall limit the Department's right to pursue its
<br /> remedies for other types of damages under the Agreement, at law or in equity.The Department may,in addition to
<br /> other remedies available to it at law or in equity and upon notice to the Grantee,retain such monies from amounts due
<br /> Grantee as may be necessary to satisfy any claim for damages,penalties,costs and the like asserted by or against it.
<br /> 21. Waiver.
<br /> The delay or failure by the Department to exercise or enforce any of its rights under this Agreement shall not constitute
<br /> or be deemed a waiver of the Department's right thereafter to enforce those rights, nor shall any single or partial
<br /> exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.
<br /> 22. Statutory Notices Relating to Unauthorized Employment and Subcontracts.
<br /> a. The Department shall consider the employment by any Grantee of unauthorized aliens a violation of Section
<br /> 274A(e)of the Immigration and Nationality Act. If the Grantee/subcontractor knowingly employs unauthorized
<br /> aliens,such violation shall be cause for unilateral cancellation of this Agreement.The Grantee shall be responsible
<br /> for including this provision in all subcontracts with private organizations issued as a result of this Agreement.
<br /> b. Pursuant to Sections 287.133 and 287.134,F.S.,the following restrictions apply to persons placed on the
<br /> convicted vendor list or the discriminatory vendor list:
<br /> i. Public Entity Crime. A person or affiliate who has been placed on the convicted vendor list
<br /> following a conviction for a public entity crime may not submit a bid,proposal,or reply on a contract
<br /> to provide any goods or services to a public entity;may not submit a bid, proposal,or reply on a
<br /> contract with a public entity for the construction or repair of a public building or public work;may
<br /> not submit bids,proposals,or replies on leases of real property to apublic entity;may not be awarded
<br /> or perform work as a Grantee,supplier,subcontractor,or consultant under a contract with any public
<br /> entity; and may not transact business with any public entity in excess of the threshold amount
<br /> provided in Section 287.017,F.S.,for CATEGORY TWO for a period of 36 months following the
<br /> date of being placed on the convicted vendor list.
<br /> Attachment 1
<br /> 8 of 12
<br /> Rev.7/28/2017
<br />
|