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850040 -69
<br />MAINTENANCE
<br />OGC — 07113
<br />Page 3 of 4
<br />DEPARTMENT liability to the Construction Coordinator for any resulting loss or damage to property, including, but not
<br />limited to, machinery and equipment. If the DEPARTMENT elects to correct the deficiency(ies), the DEPARTMENT shall
<br />provide the Construction Coordinator with an invoice for the costs incurred by the DEPARTMENT and the Construction
<br />Coordinator shall pay the invoice within thirty (30) days of the date of the invoice.
<br />17. Nothing in this Agreement shall be deemed or otherwise interpreted as waiving the DEPARTMENT'S
<br />sovereign immunity protections, or as increasing the limits of liability as set forth in Section 768.28, Florida Statutes, The
<br />DEPARTMENT'S liability for breach of this Agreement is limited in amount and shall not exceed the limitations of liability
<br />for tort actions as set forth In Section 768.28(5), Florida Statutes.
<br />16. All formal notices, proposed changes and determinations between the parties hereto and those required
<br />by this Agreement, including, but not limited to, changes to the notification addresses set forth below, shall be in writing
<br />and shall be sufficient if mailed by regular United States mail, postage prepaid, to the parties at the contact information
<br />listed below.
<br />19. The Construction Coordinator shall not cause any liens or encumbrances to attach to any portion of
<br />DEPARTMENT right of way.
<br />20. This Agreement shall be governed by the laws of the State of Florida in terms of interpretation and
<br />performance. Venue for any and all actions arising out of or in any way related to the Interpretation, validity, performance
<br />or breach of this Agreement shall lie exclusively in a state court of appropriate jurisdiction in Leon County, Florida.
<br />21. The Construction Coordinator may not assign, pledge or transfer any of the rights, duties and obligations
<br />provided in this Agreement without the prior written consent of the DEPARTMENT'S District Secretary or his /her
<br />designee. The DEPARTMENT has the sole discretion and authority to grant or deny proposed assignments, with or
<br />without cause. Nothing herein shall prevent the Construction Coordinator from delegating its duties hereunder, but such
<br />delegation shall not release the Construction Coordinator from its obligation to perform this Agreement.
<br />22. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
<br />successors and assigns. Nothing in this Agreement is intended to confer any rights, privileges, benefits, obligations or
<br />remedies upon any other person or entity except as expressly provided for herein.
<br />23. This instrument, together with the attached exhibits and documents made part hereof by reference,
<br />contain the entire agreement of the parties and no representations or promises have been made except those that are
<br />specifically set out in this Agreement. All prior and contemporaneous conversations, negotiations, possible and alleged
<br />agreements and representations, covenants, and warranties with respect to the subject matter of this Agreement, and any
<br />part hereof, are waived, merged herein and superseded hereby.
<br />24. By their signature below, the parties hereby acknowledge the receipt, adequacy and sufficiency of
<br />consideration provided in this Agreement and forever waive the right to object to or otherwise challenge the same.
<br />25. The failure of either party to insist on one or more occasions on the strict performance or compliance with
<br />any term or provision of this Agreement shall not be deemed a waiver or relinquished in the future of the enforcement
<br />thereof, and it shall continue in full force and effect unless waived or relinquished in writing by the party seeking to enforce
<br />the same.
<br />26. No term or provision of this Agreement shall be interpreted for or against any party because that party or
<br />that party's legal representative drafted the provision.
<br />27. If any section, paragraph, clause or provision of this Agreement is adjudged by a court, agency or
<br />authority of competent jurisdiction to be invalid, illegal or otherwise unenforceable, all remaining parts of this Agreement
<br />shall remain in full force and effect and the parties shall be bound thereby so long as principle purposes of this Agreement
<br />remain enforceable.
<br />28. A modification or waiver of any of the provisions of this Agreement shall be effective only if made in
<br />writing and executed with the same formality as this Agreement.
<br />29. The Construction Coordinator agrees to promptly indemnify, defend, save and hold harmless the
<br />DEPARTMENT and all of its officers, agents and employees from and pay all demands, claims, judgments, liabilities,
<br />damages, fines, fees, taxes, assessments, penalties, costs, expenses, attorneys' fees and suits of any nature or kind
<br />whatsoever caused by, or arising out of or related to the performance or breach of this Agreement by the Construction
<br />Coordinator, including, without limitation, performance of the Project within the DEPARTMENT'S right of way. The term
<br />"liabilities" shall specifically include, without limitation, any act, action, neglect or omission by the Construction
<br />Coordinator, its officers, agents, employees or representatives in any way pertaining to this Agreement, whether direct or
<br />indirect, except that neither the Construction Coordinator nor any of its officers, agents, employees or representatives will
<br />be liable under this provision for damages arising out of injury or damages directly caused or resulting from the sole
<br />negligence, intentional or wrongful acts of the DEPARTMENT or any of its officers, agents or employees. The
<br />Construction Coordinator shall notify the DEPARTMENT in writing immediately upon becoming aware of such liabilities.
<br />The Construction Coordinator's inability to evaluate liability, or its evaluation of liability, shall not excuse performance of
<br />the provisions of this paragraph. The indemnities assumed by the Construction Coordinator shall survive termination of
<br />this Agreement. The insurance coverage and limits required in this Agreement may or may not be adequate to protect the
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