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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
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<br />Rev. 7/28/2017
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