|
<br />3.42 Assie:nment: The Contractor shall not sell, assign or transfer any of its rights, duties or
<br />obligations under the Contract, or under any purchase order issued pursuant to the Contract,
<br />without the prior written consent of the Department; provided, the Contractor assigns to the State
<br />any and all claims it has with respect to the Contract under the antitrust laws of the United States
<br />and the State. The Department may assign the Contract with prior written notice to Contractor of
<br />its intent to do so.
<br />
<br />3.43 Dispute Resolution: Any dispute concerning perforn1ance of the Contract shall be decided
<br />by the Contract Specialist, who shall reduce the decision to writing and serve a copy on the
<br />Contractor and, if appropriate, the Customer. The decision of Contract Specialist shall be final
<br />and conclusive unless within ten (10) days from the date of receipt, the Contractor files with the
<br />Department a petition for administrative hearing. The Department's decision on the petition
<br />shall be final, subject to the Contractor's right to review pursuant to Chapter 120 of the Florida
<br />Statutes. Without limiting the foregoing, the exclusive venue of any legal or equitable action
<br />that arises out of or relates to the Contract shall be the appropriate state court in Leon County,
<br />Florida; in any such action, Florida law shall apply, the Contractor waives any right to jury trial
<br />that it may have, and the prevailing party shall be awarded reasonable costs incurred, including
<br />attorneys' fees and costs on appeal.
<br />
<br />3.44 Emplovees. Subcontractors. and Ae:ents: All Contractor employees, subcontractors, or
<br />agents perforn1ing work under the Contract shall be properly trained technicians who meet or
<br />exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of
<br />technical certification or other proof of qualification. All employees, subcontractors, or agents
<br />performing work under the Contract must comply with all security and administrative
<br />requirements of the Customer. The State may conduct, and the Contractor shall cooperate in, a
<br />security background check or otherwise assess any employee, subcontractor, or agent furnished
<br />by the Contractor. The State may refuse access to, or require replacement of, any personnel for
<br />cause, including, but not limited to, technical or training qualifications, quality of work, change
<br />in security status, or non-compliance with a Customer's security or other requirements. Such
<br />approval shall not relieve the Contractor of its obligation to perform all work in compliance with
<br />the Contract. The State may reject and bar from any facility for cause any of the Contractor's
<br />employees, subcontractors, or agents.
<br />
<br />3.45 Security and Confidentialitv: The Contractor shall comply fully with all security
<br />procedures of the State and Customer in perforn1ance of the Contract. The Contractor shall not
<br />divulge to third parties any confidential information obtained by the Contractor or its agents,
<br />distributors, resellers, subcontractors, officers or employees in the course of performing Contract
<br />work, including, but not limited to, security procedures, business operations information, or
<br />commercial proprietary information in the possession of the State or Customer. The Contractor
<br />shall not be required to keep confidential information or material that is publicly available
<br />through no fault of the Contractor, material that the Contractor developed independently without
<br />relying on the State's or Customer's confidential information, or material that is otherwise
<br />obtainable under State law as a public record. To insure confidentiality, the Contractor shall take
<br />appropriate steps as to its personnel, agents, and subcontractors. The warranties of this
<br />paragraph shall survive the Contract.
<br />
<br />{ ~
<br />
<br />,-
<br />, .
<br />I
<br />
<br />\" ~,\
<br />
|