|
29. Independent Contractor.
<br /> The Grantee is an independent contractor and is not an employee or agent of the Department.
<br /> 30. Subcontracting.
<br /> a. Unless otherwise specified in the Special Terms and Conditions,all services contracted for are to be performed
<br /> solely by the Grantee and may not be subcontracted or assigned without the prior written consent of the
<br /> Department.
<br /> b. The Department may,for cause,require the replacement of any Grantee employee,subcontractor,or agent. For
<br /> cause,includes,but is not limited to,technical or training qualifications,quality of work,change in security status,
<br /> or non-compliance with an applicable Department policy or other requirement.
<br /> c. The Department may, for cause, deny access to the Department's secure information or any facility by any
<br /> Grantee employee,subcontractor,or agent.
<br /> d. The Department's actions under paragraphs b. or c. shall not relieve the Grantee of its obligation to perform all
<br /> work in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due
<br /> under any subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities
<br /> incurred under any subcontract and the Grantee shall be solely liable to the subcontractor for all expenses and
<br /> liabilities incurred under any subcontract.
<br /> e. The Department will not deny the Grantee's employees,subcontractors,or agents access to meetings within the
<br /> Department's facilities,unless the basis of the Department's denial is safety or security considerations.
<br /> f. The Department supports diversity in its procurement program and requests that all subcontracting opportunities
<br /> afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the full
<br /> diversity of the citizens of the State of Florida. A list of minority-owned firms that could be offered subcontracting
<br /> opportunities may be obtained by contacting the Office of Supplier Diversity at(850)487-0915.
<br /> g. The Grantee shall not be liable for any excess costs for a failure to perform,if the failure to perform is caused by
<br /> the default of a subcontractor at any tier,and if the cause of the default is completely beyond the control of both
<br /> the Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted
<br /> products or services were obtainable from other sources in sufficient time for the Grantee to meet the required
<br /> delivery schedule.
<br /> 31. Guarantee of Parent Company.
<br /> If the Grantee is a subsidiary of another corporation or other business entity,the Grantee asserts that its parent company
<br /> will guarantee all of the obligations of the Grantee for purposes of fulfilling the obligations of the Agreement. In the
<br /> event the Grantee is sold during the period the Agreement is in effect,the Grantee agrees that it will be a requirement
<br /> of sale that the new parent company guarantee all of the obligations of the Grantee.
<br /> 32. Survival.
<br /> The respective obligations of the parties,which by their nature would continue beyond the termination or expiration
<br /> of this Agreement, including without limitation,the obligations regarding confidentiality, proprietary interests, and
<br /> public records,shall survive termination,cancellation,or expiration of this Agreement.
<br /> 33. Third Parties.
<br /> The Department shall not be deemed to assume any liability for the acts, failures to act or negligence of the Grantee,
<br /> its agents, servants,and employees,nor shall the Grantee disclaim its own negligence to the Department or any third
<br /> party. This Agreement does not and is not intended to confer any rights or remedies upon any person other than the
<br /> parties. If the Department consents to a subcontract, the Grantee will specifically disclose that this Agreement does
<br /> not create any third-party rights. Further, no third parties shall rely upon any of the rights and obligations created
<br /> under this Agreement.
<br /> 34. Severability.
<br /> If a court of competent jurisdiction deems any term or condition herein void or unenforceable,the other provisions
<br /> are severable to that void provision,and shall remain in full force and effect.
<br /> 35. Grantee's Employees,Subcontractors and Agents.
<br /> All Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained
<br /> technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of
<br /> technical certification or other proof of qualification.All employees,subcontractors,or agents performing work under
<br /> the Agreement must comply with all security and administrative requirements of the Department and shall comply
<br /> with all controlling laws and regulations relevant to the services they are providing under the Agreement.
<br /> 36. Assignment.
<br /> The Grantee shall not sell, assign, or transfer any of its rights, duties, or obligations under the Agreement,or under
<br /> any purchase order issued pursuant to the Agreement,without the prior written consent of the Department.In the event
<br /> of any assignment,the Grantee remains secondarily liable for performance of the Agreement,unless the Department
<br /> Attachment 1
<br /> 11 of 12
<br /> Rev.7/28/2017
<br />
|