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b. The Department may, for cause, require the replacement of any Grantee employee, subcontractor/subrecipient, or
<br />agent. For cause, includes, but is not limited to, technical or training qualifications, quality of work, change in
<br />security status, or non-compliance with an applicable Department policy or other requirement.
<br />c. The Department may, for cause, deny access to Department's secure information or any facility by any Grantee
<br />employee, subcontractor/subrecipient, 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/subaward. The Department shall not be liable to any subcontractor/subrecipient for any expenses or
<br />liabilities incurred under any subcontract/subaward, and Grantee shall be solely liable to the subcontractor for all
<br />expenses and liabilities incurred under any subcontract/subaward.
<br />e. The Department will not deny Grantee's employees, subcontractors/subrecipients, or agents access to meetings
<br />within the Department's facilities, unless the basis of Department's denial is safety or security considerations.
<br />f. A list of minority-owned firms that could be offered subcontracting opportunities may be obtained by contacting
<br />the Office of Supplier Development 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/subrecipient at any tier, and if the cause of the default is completely beyond the
<br />control of both Grantee and the subcontractor(s)/subrecipient(s), and without the fault or negligence of either,
<br />unless the subcontracted/subawarded products or services were obtainable from other sources in sufficient time
<br />for Grantee to meet the required delivery schedule.
<br />33. 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 />34. 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 />35. 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/subaward, Grantee will specifically disclose that this Agreement does not create
<br />any third -party rights. Further, no third parties shall rely upon any of the rights and obligations created under this
<br />Agreement.
<br />36. 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 />37. Grantee's Employees, Subcontractors/Subrecipients and Agents.
<br />All Grantee employees, subcontractors/subrecipients, or agents performing work under the Agreement shall be
<br />properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall
<br />furnish a copy of technical certification or other proof of qualification. All employees, subcontractors/subrecipients,
<br />or agents performing work under Agreement must comply with all security and administrative requirements of
<br />Department and shall comply with all controlling laws and regulations relevant to the services they are providing
<br />under the Agreement.
<br />38. 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 />39. 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 />Attachment 1
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<br />Rev. 7/2/2025
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