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c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee
<br />employee, subcontractor, or agent.
<br />d. The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all work
<br />in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under any
<br />subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred under
<br />any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred
<br />under any subcontract.
<br />e. The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within the
<br />Department's facilities, unless the basis of 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. 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 />Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted products
<br />or services were obtainable from other sources in sufficient time for Grantee to meet the required delivery
<br />schedule.
<br />31. Guarantee of Parent Company.
<br />If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will
<br />guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Grantee
<br />is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the new
<br />parent company guarantee all of the obligations of 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 Grantee, its
<br />agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. This
<br />Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If
<br />Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third -
<br />party rights. Further, no third parties shall rely upon any of the rights and obligations created 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 />Agreement must comply with all security and administrative requirements of Department and shall comply with all
<br />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 Department. In the event
<br />of any assignment, Grantee remains secondarily liable for performance of the Agreement, unless Department expressly
<br />waives such secondary liability. The Department may assign the Agreement with prior written notice to Grantee of its
<br />intent to do so.
<br />37. Compensation Report.
<br />If this Agreement is a sole -source, public-private agreement or if the Grantee, through this agreement with the State,
<br />annually receive 50% or more of their budget from the State or from a combination of State and Federal funds, the
<br />Grantee shall provide an annual report, including the most recent IRS Form 990, detailing the total compensation for
<br />the entities' executive leadership teams. Total compensation shall include salary, bonuses, cashed -in leave, cash
<br />equivalents, severance pay, retirement benefits, deferred compensation, real -property gifts, and any other payout.
<br />The Grantee must also inform the Department of any changes in total executive compensation between the annual
<br />Attachment 1
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<br />Rev. 6/4/2021
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