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(3) INDIAN RIVER COUNTY PUBLIC WORKS UTILITY WORK BY HIGHWAY CONTRACTOR AGREEMENT (AT UTILITY EXPENSE) Pursue any other remedies legally available. c. Termination of this Agreement shall not relieve either party from any obligations it has pursuant to other agreements between the parties nor from any statutory obligations that either party may have with regard to the subject matter hereof. Force Majeure Neither the CITY nor the IRC -PW shall be liable to the other for any failure to perform under this Agreement to the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event beyond the control of the non-performing party and which could not have been avoided or overcome by the exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly notified the other party of the occurrence and its estimate duration, (b) promptly remedied or mitigated the effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible. 8. Sovereign Immunity/Claims Nothing in this Agreement or any other contract documents shall be deemed to affect the rights, privileges, and immunities of the City as set forth in § 768.28, Florida Statutes, nor shall be a waiver of City's sovereign immunity, whether by contract or by law. The City's liability in all instances shall be limited to the monetary amounts set forth in § 768.28, Florida Statutes. When the IRC -PW receives a notice of claim for damages that may have been caused by the CITY in the performance of services required under this Agreement, the IRC -PW will immediately forward the claim to the CITY. The CITY and the IRC -PW will evaluate the claim and report their findings to each other within fourteen (14) working days and will jointly discuss options in defending the claim. After reviewing the claim, the IRC -PW will determine whether to require the participation of the CITY in the defense of the claim or to require the CITY to defend the IRC -PW in such claim as described in this section. The IRC-PW's failure to notify the CITY of a claim shall not release the CITY from any of the requirements of this section. The IRC -PW and the CITY will pay their own costs for the evaluation, settlement negotiations, and trial, if any. However, if only one party participates in the defense of the claim at trial, that party is responsible for all costs. 9. Miscellaneous a. Time is of essence in the performance of all obligations under this Agreement. b. The CITY shall not be obligated to protect or maintain any of the Facilities to the extent the IRC- PW's contractor has that obligation as part of the Utility Work pursuant to the IRC-PW's specifications. c. The IRC -PW may unilaterally cancel this Agreement for refusal by the CITY to allow public access to all documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CITY in conjunction with this Agreement. d. This Agreement constitutes the complete and final expression of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, or negotiations with respect thereto, except that the parties understand and agree that the IRC -PW has manuals and written policies and procedures which may be applicable at the time of the Project and the relocation of the Facilities. e. This Agreement shall be governed by the laws of the State of Florida. Any provision hereof found to be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining portions hereof. f. All notices required pursuant to the terms hereof may be sent by first class United States Mail, facsimile transmission, hand delivery, or express mail and shall be deemed to have been received by the end of five business days from the proper sending thereof unless proof of prior actual receipt Page 7 of 10