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original payment(s) are received from Department by Grantee to the date repayment is made by Grantee to Department. ii.e In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed bye Department, from another source(s), Grantee shall reimburse Department for all recovered funds originally provided under this Agreement and interest shall be charged for those recovered costs as calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is made to Department. iii.e Notwithstanding the requirements of this section, the above restrictions on commingling funds doe not apply to agreements where payments are made purely on a cost reimbursement basis.e 30. Conflict of Interest. The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in anye manner or degree with the performance of services required.e 31. Independent Contractor. The Grantee is an independent contractor and is not an employee or agent of Department.e 32. Subcontracting. ax Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performede solely by Grantee.e b.e The Department may, for cause, require the replacement of any Grantee employee, subcontractor, or agent. Fore cause, includes, but is not limited to, technical or training qualifications, quality of work, change in security status,e or non-compliance with an applicable Department policy or other requirement.e c.e The Department may, for cause, deny access to Department's secure information or any facility by any Granteee employee, subcontractor, or agent.e d.e The Department's actions under paragraphs b. or c. shall not relieve Grantee of its obligation to perform all worke in compliance with the Agreement. The Grantee shall be responsible for the payment of all monies due under anye subcontract. The Department shall not be liable to any subcontractor for any expenses or liabilities incurred undere any subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurrede under any subcontracce ex The Department will not deny Grantee's employees, subcontractors, or agents access to meetings within thee Department's facilities, unless the basis of Department's denial is safety or security considerations.e fe The Department supports diversity in its procurement program and requests that all subcontracting opportunitiese afforded by this Agreement embrace diversity enthusiastically. The award of subcontracts should reflect the fulle diversity of the citizens of the State. A list of minority-owned firms that could be offered subcontractinge opportunities may be obtained by contacting the Office of Supplier Diversity at (850) 487-0915.e g.e The Grantee shall not be liable for any excess costs for a failure to perform, if the failure to perform is caused bye the default of a subcontractor at any tier, and if the cause of the default is completely beyond the control of bothe Grantee and the subcontractor(s), and without the fault or negligence of either, unless the subcontracted productse or services were obtainable from other sources in sufficient time for Grantee to meet the required deliverye schedule.e 33. Guarantee of Parent Company. If Grantee is a subsidiary of another corporation or other business entity, Grantee asserts that its parent company will guarantee all of the obligations of Grantee for purposes of fulfilling the obligations of Agreement. In the event Granteee is sold during the period the Agreement is in effect, Grantee agrees that it will be a requirement of sale that the newe parent company guarantee all of the obligations of Grantee.e 34. Survival. The respective obligations of the parties, which by their nature would continue beyond the termination or expiratione of this Agreement, including without limitation, the obligations regarding confidentiality, proprietary interests, ande public records, shall survive termination, cancellation, or expiration of this Agreement.e 35. Third Parties. The Department shall not be deemed to assume any liability for the acts,•failures to act or negligence of Grantee, itse agents, servants, and employees, nor shall Grantee disclaim its own negligence to Department or any third party. Thise Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties. If Department consents to a subcontract, Grantee will specifically disclose that this Agreement does not create any third - party rights. Further, no third parties shall rely upon any of the rights and obligations created under this Agreement.e 36. Severability. If a court of competent jurisdiction deems any term or condition herein void or unenforceable, the other provisionse are severable to that void provision, and shall remain in full force and effect.e Attachment 1-A 12 of 13 Rev. 9115!2023 282