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iv. An action by Grantee under any state insolvency or similar law for the purpose of its bankruptcy, <br />reorganization, or liquidation. <br />16. Suspension of Work. <br />The Department may, in its sole discretion, suspend any or all activities under the Agreement, at any time, when it is <br />in the best interest of the State to do so. The Department shall provide Grantee written notice outlining the particulars <br />of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration <br />of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice. <br />Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing <br />resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is <br />terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice <br />required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional <br />compensation. <br />17. Force Majeure. <br />The Grantee shall not be responsible for delay resulting from its fai lure to perform if neither the fault nor the negligence <br />of Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts <br />of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the <br />foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of <br />any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay <br />and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first <br />arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably <br />foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE <br />FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT <br />TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No <br />claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be <br />entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect, <br />consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or <br />inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If <br />performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after <br />the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole <br />discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department <br />may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment <br />to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to <br />and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject <br />of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or <br />in part. <br />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 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 Grantee <br />shall not indemnify for that portion of any loss or damages proximately caused by the negligent act <br />or omission of Department; <br />ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee. <br />b. The Grantee's obligations under the preceding paragraph with respect to any legal action are contingent upon <br />Department giving Grantee: (1) writtennotice of any action or threatened action; (2) the opportunity to take over <br />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 Department in any legal action without Grantee's prior written consent, which shall not be unreasonably <br />withheld. <br />c. Notwithstanding sections a. and b. above, the following is the sole indemnification provision that applies to <br />Grantees that are governmental entities: Each party hereto agrees that it shall be solely responsible for the <br />negligent or wrongful acts of its employees and agents. However, nothing contained herein shall constitute a <br />waiver by either party of its sovereign immunity or the provisions of Section 768.28, F.S. Further, nothing herein <br />shall be construed as consent by a state agency or subdivision of the State to be sued by third parties in any matter <br />arising out of any contract or this Agreement. <br />Attachment 1 <br />7of12 <br />Rev. 10/3/2022 <br />