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STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION Form No. 710-010-56 <br />UTILITY DESIGN BY FDOT CONSULTANT AGREEMENT UTILITIES <br />(AT UTILITY EXPENSE) 11/14 <br />negligence of the FDOT or any of its officers, agents, or employees during the performance of this <br />Agreement. <br />The UAO's obligation to indemnify, defend, and pay for the defense or at the FDOT's option, to participate <br />and associate with the FDOT in the defense and trial of any damage claim or suit and any related settlement <br />negotiations, shall arise within fourteen (14) days of receipt by the UAO of the FDOT's notice of claim for <br />indemnification to the UAO. The notice of claim for indemnification shall be served by certified mail. The <br />UAO's obligation to defend and indemnify within fourteen (14) days of such notice shall not be excused <br />because of the UAO's inability to evaluate liability or because the UAO evaluates liability and determines the <br />UAO is not liable or determines the FDOT is solely negligent. Only a final adjudication or judgment finding the <br />FDOT solely negligent shall excuse performance of this provision by the UAO. The UAO shall pay all costs <br />and fees related to this obligation and its enforcement by the FDOT. The FDOT's delay in notifying the UAO <br />of a claim shall not release UAO of the above duty to defend. <br />Force Majeure <br />Neither the UAO nor the FDOT shall be liable to the other for any failure to perform under this Agreement to <br />the extent such performance is prevented by an act of God, war, riots, natural catastrophe, or other event <br />beyond the control of the non-performing party and which could not have been avoided or overcome by the <br />exercise of due diligence; provided that the party claiming the excuse from performance has (a) promptly <br />notified the other party of the occurrence and its estimated duration, (b) promptly remedied or mitigated the <br />effect of the occurrence to the extent possible, and (c) resumed performance as soon as possible. <br />Miscellaneous <br />a. Time is of the essence in the performance of all obligations under this Agreement. <br />b. The FDOT may unilaterally cancel this Agreement for refusal by the UAO to allow public access to all <br />documents, papers, letters, or other material subject to the provisions of Chapter 119, Florida <br />Statutes, and made or received by the UAO in conjunction with this Agreement. <br />C. This Agreement constitutes the complete and final expression of the parties with respect to the <br />subject matter hereof and supersedes all prior agreements, understandings, or negotiations with <br />respect thereto, except that the parties understand and agree that the FDOT has manuals and written <br />policies and procedures which may be applicable at the time of the Project and the relocation of the <br />Facilities. <br />d. This Agreement shall be governed by the laws of the State of Florida. Any provision hereof found to <br />be unlawful or unenforceable shall be severable and shall not affect the validity of the remaining <br />portions hereof. <br />e. All notices required pursuant to the terms hereof may be sent by first class United States Mail, <br />facsimile transmission, hand delivery, or express mail and shall be deemed to have been received by <br />the end of five business days from the proper sending thereof unless proof of prior actual receipt is <br />provided. The UAO shall have a continuing obligation to notify each District of the FDOT of the <br />appropriate persons for notices to be sent pursuant to this Agreement. Unless otherwise notified in <br />writing, notices shall be sent to the following addresses: <br />Page 4 of 6 <br />