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<br />17. Taxes. The State does not pay Federal excise or sales taxes on
<br />direct purchases of tangibie personal property. The State will not
<br />pay for any personal property taxes levied on the Contractor or for
<br />any taxes levied on employees' wages. Any exceptions to this
<br />paragraph shall be explicitly noted by the Customer on a purchase
<br />order or other special contract condition.
<br />
<br />18. Governmental Restrictions. If the Contractor believes that any
<br />governm ental restrictions have been imposed that require alteration
<br />of the material, quality, workmanship or performance of the
<br />products offered under the Contract. the Contractor shall
<br />immediately nottfy the Customer in writing, indicating the specific
<br />restriction. The Customer reserves the right and the complete
<br />discretion to accept any such alteration or to cancel the Contract at
<br />no further expense to the Customer,
<br />
<br />19. Lobbying and Integ'lly. Customers shall ensure compliance with
<br />Section 11.062, FS and Section 216.347, FS.The Contractor shall
<br />not, in connection with this or any other agreement with the State,
<br />directly or indirectly (1) ofter, confer, or agree to confer any
<br />pecuniary benefit on anyone as consideration for any State officer
<br />or employee's decision, opinion, recommendation, vote, other
<br />exercise of discretion, or violation of a known legal duty, or (2) offer,
<br />give, or agree to give to anyone any gratuity for the benefit of, or at
<br />the direction or request of, any State officer or employee. For
<br />purposes of clause (2), "gratuity" means any payment of more than
<br />nominal monetary value in the form of cash, travel, entertainment,
<br />gifts, meals, lodging, loans, subscriptions, advances, deposits of
<br />money, services, employment, or contracts of any kind. Upon
<br />request of the Customer's Inspector General, or other authorized
<br />State official, the Contractor shall provide any type of information
<br />the Inspector General deems relevant to the Contractor's integrity
<br />or responsibility. Suoh infolTTlation may Include, but shall not be
<br />limited to, the Contractor's business or financial records,
<br />documents, or files of any type or form that refer to or relate to the
<br />Contract. The Contractor shall retain such records for the longer of
<br />(1) three years after the expiration of the Contract or (2) the period
<br />required by the Genera! Records Schedules maintained by the
<br />Florida Oepartment of State (available at:
<br />http://dlis.dos.stale.fl.us/balTTl/genschedules/gensched.htm). The
<br />Contractor agrees to reimburse the State for the reasonable costs
<br />of investigation incurred by the Inspector General or other
<br />authorized State official for investigations of the Contractor's
<br />compliance with the terms of this or any other agreement between
<br />the Contractor and the State which results in the suspension or
<br />debarment of the Contractor. Such costs shall include, but shall not
<br />be limited to: salaries of investigators, including overtime; travel and
<br />lodging expenses; and expert witness and documentary fees. The
<br />Contractor shall not be responsible for any costs of investigations
<br />that do not result in the Contractor's suspension or debarment.
<br />
<br />20. Indemnification. The Contractor shall be fully liable for the actions
<br />of its agents, employees, partners, or subcontractors and shall fully
<br />indemnify, defend, and hold hal111less the State and Customers,
<br />and their officers, agents, and employees, from suits, actions,
<br />damages, and costs of every name and description, including
<br />attorneys' fees, arising from or relating to personal injury aod
<br />damage to real or personal tangible property alleged to be caused
<br />in whole or in part by Contractor, its 8gents, employees, partners,
<br />or subcontractors, provided, however, that the Contractor shall not
<br />indemnify for that portion of any loss or damages proximately
<br />caused by the negligent act or omission of the State or a Customer.
<br />
<br />Further, the Contractor shall fully indemnify, defend, and hoid
<br />harmless the State and Customers from any suits, actions,
<br />damages, and costs of every name and description, including
<br />attorneys' fees, arising from or relating to violation or infringement
<br />of a trademark, copyright, patent, trade secret or intellectual
<br />property right, provided, however, that the foregoing obligation shall
<br />not apply to a Customer's misuse or modification of Contractor's
<br />products or a Customer's operation or use 01 Contractor's products
<br />in a manner not contemplated by the Contract or the purchase
<br />order. If any product is the subject of an infringement suit, or in the
<br />Contractor's opinion is likely to become the subject of such a suit,
<br />the Contractor may at its sole expense procure for the Customer
<br />the right to continue using the product or to modify it to become
<br />non-infringing. If the Contractor is not reasonably able to modify or
<br />
<br />otherwise secure the Customer the right to continue using the
<br />product, the Contractor shall remove the product and refund the
<br />Customer the amounts paid in excess of a reasonable rental for
<br />past use. The customer shall not be liable for any royalties.
<br />
<br />The Contractors obligations under the preceding two paragraphs
<br />with respect to any legal action are contingent upon the State or
<br />Customer giving the Contractor (1) written notice of any action or
<br />threatened action, (2) the opportunity to take over and settle or
<br />defend any such action at Contractor's sole expense, and (3)
<br />assistance in defending the action at Contractor's sole expense.
<br />The Contractor shall not be liable for any cost, expense, or
<br />compromise Incurred or made by the State or Customer in any legal
<br />action without the Contractor's prior written consent, which shall not
<br />be unreasonably withheld.
<br />
<br />21. Limitation of Llabll~y. For all claims against the Contractor under
<br />any individual purchase order, and regardless of the basis on which
<br />the claim is made, the Contractor's liability under a purchase order
<br />for direct damages shali be limited to the greater of $100,000, the
<br />dollar amount of the purchase order, or two times the charges
<br />rendered by the Contractor under the purchase order. This
<br />limitation shall not apply to claims arising under the Indemnity
<br />paragraph contain in this agreement.
<br />
<br />Unless otherwise specifically enumerated in the Contract or in the
<br />purchase order, no party shalf be liable to another for special,
<br />indirect, punitive, or consequential damages, including lost data or
<br />records (unless the purchase order requires the Contractor to back-
<br />up data or records), even If the party has been advised that such
<br />damages are possible. No party shall be liable for lost profits, lost
<br />revenue, or lost institutional operating savingS. The State and
<br />Customer may, in addition to other remedies available to them at
<br />law or equity and upon notice to the Contractor, retain such monies
<br />from amounts due Contractor as may be necessary to satisfy any
<br />claim for damages, penalties, costs and the like asserted by or
<br />against them. The State may set off any liability or other obligation
<br />of the Contractor or its affiliates to the State against any payments
<br />due the Contractor under any contract with the State.
<br />
<br />22. Suspension of Work. The Customer may in its sole discretion
<br />suspend any or all activities under the Contract, at any time, when
<br />In the best interests of the State to do so. The Customer shall
<br />provide the Contractor written notice outlining the particulars of
<br />suspension. Examples of the reason for suspension include, but
<br />are not limited to, budgetary constraints, declaration of emergency,
<br />or other such circumstances. After receiving a suspension notice,
<br />the Contractor shall comply with the notice and shall not accept any
<br />purchase orders. Within ninety days, or any longer period agreed
<br />to by the Contractor, the Customer shall either (1) issue a notice
<br />authorizing resumption of work, at which time activity shall resume,
<br />or (2) terminate the- Contract. Suspension of work shall not entitle
<br />the Contractor to any additional compensation.
<br />
<br />23. Termination for Convenience. The Customer, by written notice to
<br />the Contractor, may terminate the Contract in whole or in part when
<br />the Customer determines in its sole discretion that it is in the State's
<br />interest to do so. The Contractor shan not furnish any product after
<br />it receives the notice of termination, except as necessary to
<br />complete the continued portion of the Contract, if any. The
<br />Contractor shall not be entitled to recover any cancellation charges
<br />or lost protìts.
<br />
<br />24. Termination for Cause. The Customer may terminate the
<br />Contract If the Contractor fails to (1) deliver the product within the
<br />time specified in the Contract or any extension, (2) maintain
<br />adequate progress, thus endangering perlormance of the Contract,
<br />(3) honor any tenn of the Contract, or (4) abide by any statutory,
<br />regulatory, or licensing requirement. Rule 60A·1.006(3), F.A.C.,
<br />governs the procedure and consequences of default. The
<br />Contractor shall continue work on any work not tel111inated. Except
<br />for defaults of subcontractors at any tier, the Contractor shall not be
<br />liable for any excess costs if the faHure to perform the Contract
<br />arises from events completely beyond the control, and without the
<br />fault or negligence, of the Contractor. If the failure to pertol111 is
<br />caused by 'the default of a subcontractor at any tier, and if the
<br />cause of the default is completely beyond the control of both the
<br />
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