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A TRUE COPY
<br /> CERTIFICATION ON LAST PAGE
<br /> RYAN L. BUTLER,CLERK
<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)written notice 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. Notwithstandingsections ec ions a. and b. above, the following g 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 /> d. No provision in this Agreement shall require Department to hold harmless or indemnify Grantee,insure or assume'
<br /> liability hfor Grantee's negligence, waive Department's sovereign immunity under the laws of Florida, or
<br /> otherwise impose liability on Department for which it would not otherwise be responsible. Any provision,
<br /> 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 Grantee liable for force majeure events. Nothing in this
<br /> Agreement, including financial consequences for nonperformance, shall limit 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 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 Department to exercise or enforce any of its rights under this Agreement shall not constitute
<br /> or be deemed a waiver of Department's right thereafter to enforce those rights,nor shall any single or partial exercise
<br /> 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 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 287.133,287.134,and 287.137 F.S.,the following restrictions apply to persons placed on
<br /> the convicted vendor list,discriminatory vendor list,or the antitrust violator 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 /> Attachment 1-A
<br /> 8 of 13
<br /> Rev.9/15/2023
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