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i. If Department finds that these funds have been commingled, Department shall have the right to
<br />demand a refund, either in whole or in part, of the funds provided to Grantee under this Agreement
<br />for non-compliance with the material terms of this Agreement. The Grantee, upon such written
<br />notification from Department shall refund, and shall forthwith pay to Department, the amount of
<br />money demanded by Department. Interest on any refund shall be calculated based on the prevailing
<br />rate used by the State Board of Administration. Interest shall be calculated from the date(s) the
<br />original payment(s) are received from Department by Grantee to the date repayment is made by
<br />Grantee to Department.
<br />ii. In the event that the Grantee recovers costs, incurred under this Agreement and reimbursed by
<br />Department, from another source(s), Grantee shall reimburse Department for all recovered funds
<br />originally provided under this Agreement and interest shall be charged for those recovered costs as
<br />calculated on from the date(s) the payment(s) are recovered by Grantee to the date repayment is
<br />made to Department.
<br />iii. Notwithstanding the requirements of this section, the above restrictions on commingling funds do
<br />not apply to agreements where payments are made purely on a cost reimbursement basis.
<br />29. Conflict of Interest.
<br />The Grantee covenants that it presently has no interest and shall not acquire any interest which would conflict in any
<br />manner or degree with the performance of services required.
<br />30. Independent Contractor.
<br />The Grantee is an independent contractor and is not an employee or agent of Department.
<br />31. Subcontracting.
<br />a. Unless otherwise specified in the Special Terms and Conditions, all services contracted for are to be performed
<br />solely by Grantee.
<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 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 />32. 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 />33. 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 />34. 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 />Attachment 1
<br />11 of 12
<br />Rev. 11/14/2022
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