Common use of Assignments and Subcontracts Clause in Contracts

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anotheranother governmental entity in the State of Florida. Any attempted assignment of this Agreement or any of the rights hereunder by Grantee in violation of this provision shall be void ab initio. 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents.may 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Agreement Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. DEO’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. The Grantee shall not assignsubcontract any of the work or services covered by this agreement nor shall any interest be assigned or transferred, subcontractin whole or in part, except as may be provided for in this agreement or otherwise transfer with the express written approval of the Department. Such approval, if granted, shall not relieve the Grantee of any of its rights, duties, or obligations responsibilities under this Agreementagreement. If the Grantee utilizes a subcontractor, by operation the following shall apply: A. The Grantee shall submit to the Department a completed copy of law or otherwise, without Attachment F - Subcontractor List. The Grantee shall have a continuing obligation to update Attachment F - Subcontractor List during the prior written consent course of DEO, which consent may this agreement. A complete and accurate list shall be withheld submitted to the Department before final payment is made. B. The Grantee shall secure from the subcontractor and shall submit to the Department a copy of the subcontractor’s New Jersey Business Registration Certificate as designated in DEO’s sole Section IX of Attachment A - Authorizations and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anotherDisclosures. 2. C. The Grantee agrees to shall be responsible for the subcontractor’s performance, compliance with all work performed applicable terms, conditions and all expenses incurred in fulfilling the obligations requirements of this Agreement. If DEO permits agreement, and compliance with all applicable laws. D. The Grantee to subcontract all or part of the work contemplated shall ensure that any subcontract(s) entered into under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that agreement meet(s) all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative Federal requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualificationsthose delineated in 2 CFR Parts 25, quality 170, 175, 176, 180, 182, 200 and Appendix II to Part 200. E. The Grantee shall be responsible for any claims arising out of workany subcontract hereunder, change in security statusand, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal as a condition of any subcontract hereunder, the subcontractor shall not relieve Grantee of its obligation to perform all work in compliance with hold the Agreement. DEO may reject and bar State harmless from any facility for cause any claims by the subcontractor or third- parties, which may arise under or as a result of Grantee’s employees, subcontractors, or agentsthe subcontract. 4. F. If applicable, the Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rightsprovide, dutieson a monthly and cumulative basis, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO a breakdown in accordance with section 287.0585the Approved Project Budget, F.S.of all monies paid to any small business, unless otherwise stated minority or woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, Division of Revenue, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. G. Nothing contained in the Agreement between Grantee and subcontractor. Grantee’s failure application or this agreement shall be construed to pay its subcontractors within seven (7) working days will result in create a penalty charged against Grantee contract or privity of contract between the Department and paid to the subcontractor in the amount of one-half of one (1) percent any of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s contractors or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficientsubcontractors.

Assignments and Subcontracts. 1. Grantee shall not assignContractor agrees to neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract, or amend any such assignment or subcontract, or otherwise transfer its rightswithout prior written approval of DEO. Any sublicense, dutiesassignment, or obligations under this Agreement, by operation of law or otherwise, transfer occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this AgreementContract. If DEO permits Grantee Contractor to subcontract all or part of the work contemplated under this AgreementContract, including entering into subcontracts with vendors for servicesservices and commodities, it is understood by Grantee Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. GranteeContractor, at its expense, will defend DEO against such claims. 3. Grantee Contractor agrees that all Grantee Contractor employees, subcontractors, or agents performing work under the Agreement Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee Contractor shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement Contract must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by GranteeContractor. DEO may refuse access to, or require replacement of, any of GranteeContractor’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee Contractor of its obligation to perform all work in compliance with the AgreementContract. DEO may reject and bar from any facility for cause any of GranteeContractor’s employees, subcontractors, or agents. 4. Grantee Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement Contract to another governmental agency in the State of Florida, upon giving prior written notice to GranteeContractor. In the event the State of Florida approves transfer of GranteeContractor’s obligations, Grantee Contractor remains responsible for all work performed and all expenses incurred in connection with the AgreementContract. In addition, this Agreement Contract shall bind the successors, assigns, and legal representatives of Grantee Contractor and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement Contract between Grantee Contractor and subcontractor. GranteeContractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee Contractor agrees that DEO may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DEO in all such cases. 7. Contractor shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Contract Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. DEO’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 78. DEO shall retain the right to reject any of GranteeContractor’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.whose

Assignments and Subcontracts. 1. Grantee shall not assignContractor agrees to neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of DEO. Any sublicense, subcontractassignment, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling with the obligations of this Agreementproject. If DEO permits Grantee Contractor to subcontract all or part of the work contemplated under this AgreementContract, including entering into subcontracts with vendors for servicesservices and commodities, it is understood by Grantee Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary subject to ensure subcontractor’s compliance with prior review and comment by DEO. Such review of the written subcontract document by DEO will be limited to a determination of whether or not subcontracting is permissible and the inclusion of applicable state terms and federal lawconditions of this Contract. Grantee Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. GranteeContractor, at its expense, will defend DEO against such claims. 3. Grantee Contractor agrees that all Grantee Contractor employees, subcontractors, or agents performing work under the Agreement Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee Contractor shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement Contract must comply with all DEO security and administrative requirements identified hereinof DEO. DEO may conduct, and Grantee Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by GranteeContractor. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified hereinother requirements. Such refusal shall not relieve Grantee Contractor of its obligation to perform all work in compliance with the AgreementContract. DEO may reject and bar from any facility for cause any of GranteeContractor’s employees, subcontractors, or agents. 4. Grantee Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement Contract to another governmental agency in the State of Florida, upon giving prior written notice to GranteeContractor. In the event the State of Florida approves transfer of GranteeContractor’s obligations, Grantee Contractor remains responsible for all work performed and all expenses incurred in connection with the AgreementContract. In addition, this Agreement Contract shall bind the successors, assigns, and legal representatives of Grantee Contractor and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement Contract between Grantee Contractor and subcontractor. GranteeContractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee Contractor agrees that DEO may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DEO in all such cases. 7. Contractor shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that periodthe current month, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Contract Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. The DEO’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 78. DEO shall retain the right to reject any of GranteeContractor’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations agrees to neither assign the responsibility for this Agreement to another party nor subcontract for any of the work contemplated under this Agreement, by operation or amend any such assignment or subcontract, without prior written approval of law DEO. Any sublicense, assignment, or otherwise, transfer occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Agreement Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. DEO’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations agrees to neither assign the responsibility for this Agreement to another party nor subcontract for any of the work contemplated under this Agreement, by operation or amend any such assignment or subcontract, without prior written approval of law DEO. Any sublicense, assignment, or otherwise, transfer occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance non‐compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half one‐half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Service‐Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified non‐certified minority and service-disabled service‐disabled veteran subcontractors/material suppliers for that period, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non‐certified Minority Business Enterprise and Service‐Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Agreement Manager. The Office of Supplier Diversity at (850) 487‐0915 will assist in furnishing names of qualified minorities. DEO’s Minority Coordinator at (850) 245‐7260 will assist with questions and answers. 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1The Contractor agrees that the Contractor’s Services shall be performed only by the Contractor. Grantee No other entity, whether related or unrelated to the Contractor, shall perform any of the Contractor’s Services without the prior written approval of the CHA, such approval granted at the sole discretion of the CHA. The Contractor shall not assign, subcontract, transfer or otherwise transfer assign any of its rights, duties, duties or obligations under this AgreementAgreement or subcontract any part hereof to any individual or entity without prior written approval of the CHA. The Contractor shall not transfer or assign, by operation in whole or in part, any funds or claims due or which may become due under this Agreement without the prior written approval of law the CHA. Any attempted transfer or otherwiseassignments of any contract funds, either in whole or in part, or any interest therein, which shall be due or to become due to the Contractor, without the prior written consent approval of DEO, which consent may CHA shall be withheld in DEO’s sole void and absolute discretionof no legal effect. DEO is at all times entitled The CHA expressly reserves the right to assign or otherwise transfer all or any part of its rightsrights or interests hereunder. All subcontractors to be employed by the Contractor, dutiesif not identified as part of the Contractor’s bid proposal or offer submission, must receive prior written approval from the CHA’s Contracting Officer prior to commencing any of the Contractor’s Services. The absence of such prior written approval shall void the attempted subcontracting, assignment, delegation or transfer and shall have no legal effect on the Services or this Agreement. Any CHA approved subcontract of the Contractor’s Services or duties or obligations under this Agreement to another 2the Agreement, shall comply with the requirements of Section 5.14 and Section 5.15. Grantee agrees to be responsible Any subcontract for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part performance of the work contemplated Contractor’s Services or duties or obligations under this Agreementthe Agreement shall not operate to relieve the Contractor of any of its obligations or liabilities hereunder. Additionally, including entering into the Contractor shall include in its subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary of the Agreement that are required as flow-down provisions and also require its subcontractor(s) to ensure subcontractor’s compliance comply with applicable CHA and HUD policies and regulations and applicable state and federal law. Grantee further agrees that DEO shall not be liable to laws and the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy provisions of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from Furthermore, the Contractor shall not conduct business with any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled subcontractor(s) who is ineligible to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection do business with the Agreement. In addition, this Agreement shall bind CHA (as determined by the successors, assigns, CHA’s Department of Procurement and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of FloridaContracts). 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, ‌ Any assignment or otherwise other transfer its rights, duties, by the Contractor of this Contract or obligations under this Agreement, by operation any part hereof or of law any of his rights hereunder or otherwise, of any monies due or to become due hereunder and any delegation of any of his duties hereunder without the prior express written consent of DEOthe Director shall be void and of no effect as to the Authority, which consent provided, however, that the Contractor may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part portions of the work contemplated under this AgreementWork to such persons as the Director, including entering into subcontracts with vendors for servicesmay, it is understood from time to time, expressly approve in writing. For each individual, partnership or corporation proposed by Grantee that all such subcontract arrangements the Contractor as a subcontractor, the Contractor shall be evidenced by submit to the Authority a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall certification or, if a certification cannot be liable made, a statement by such person, partnership or corporation to the subcontractor for any expenses same effect as the certification or liabilities incurred under statement required from the subcontract and Grantee shall be solely liable Contractor pursuant to the clauses of the “Integrity” Section entitled "Certification of No Investigation Indictment, Conviction, Debarment Suspension, Disqualification and Disclosure of Other Information and "Non-Collusive Bidding and Code of Ethics Certification; Certification of No Solicitation Based on Commission, Percentage, Brokerage Contingent or Other Fee". All further subcontracting by any subcontractor for shall also be subject to such approval of the Director No consent to any assignment or other transfer, and no approval of any subcontractor, shall under any circumstances operate to relieve the Contractor of any of his obligations; no subcontract, no approval of any subcontractor and no act or omission of the Authority or the Director shall create any rights in favor of such subcontractor and against the Authority; and as between the Authority and the Contractor, all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employeesassignees, subcontractors, or and other transferees shall for all purposes be deemed to be agents performing work under of the Agreement Contractor. Moreover, all subcontractors and all approvals of subcontractors, regardless of their form, shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished deemed to be conditioned upon performance by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in this Contract; and if any subcontractor shall fail to perform the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid Contract to the subcontractor in the amount of one-half of one (1) percent satisfaction of the amount due per day from Director, the expiration Director shall have the absolute right to rescind his approval forthwith and to require the performance of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of Contract by the outstanding balance dueContractor personally or through other approved subcontractors. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assignContractor agrees to neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of DEO. Any sublicense, subcontractassignment, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling with the obligations of this Agreementproject. If DEO permits Grantee Contractor to subcontract all or part of the work contemplated under this AgreementContract, including entering into subcontracts with vendors for servicesservices and commodities, it is understood by Grantee Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary subject to ensure subcontractor’s compliance with prior review and comment by DEO. Such review of the written subcontract document by DEO will be limited to a determination of whether or not subcontracting is permissible and the inclusion of applicable state terms and federal lawconditions of this Contract. Grantee Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. GranteeContractor, at its expense, will defend DEO against such claims. 3. Grantee Contractor agrees that all Grantee Contractor employees, subcontractors, or agents performing work under the Agreement Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee Contractor shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement Contract must comply with all DEO security and administrative requirements identified hereinof DEO. DEO may conduct, and Grantee Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by GranteeContractor. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified hereinother requirements. Such refusal shall not relieve Grantee Contractor of its obligation to perform all work in compliance with the AgreementContract. DEO may reject and bar from any facility for cause any of GranteeContractor’s employees, subcontractors, or agents. 4. Grantee Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement Contract to another governmental agency in the State of Florida, upon giving prior written notice to GranteeContractor. In the event the State of Florida approves transfer of GranteeContractor’s obligations, Grantee Contractor remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida.all 5. Grantee Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement Contract between Grantee Contractor and subcontractor. GranteeContractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee Contractor agrees that DEO may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DEO in all such cases. 7. Contractor shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that periodthe current month, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Contract Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. The DEO’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 78. DEO shall retain the right to reject any of GranteeContractor’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee The SUBRECIPIENT shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without neither assign the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations responsibility of this Agreement. If DEO permits Grantee contract to another party nor subcontract all or part for any of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such contract without prior written approval of the COUNTY. No approval of any assignment or subcontract arrangements shall be evidenced by a written document containing all provisions necessary deemed in any event or in any manner to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable provide for the incurrence of any obligation of the COUNTY in addition to the subcontractor for any expenses total dollar amount agreed upon in this contract. All such assignments or liabilities incurred under the subcontract and Grantee subcontracts shall be solely liable subject to the subcontractor for all expenses conditions of this contract and liabilities incurred under to any conditions of approval that the subcontract. Grantee, at its expense, will defend DEO against such claimsCOUNTY shall deem necessary. 32. Grantee agrees that all Grantee employeesNeither the SUBRECIPIENT nor any of its contractors or subcontractors shall enter into any contract, subcontractorssubcontract, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred arrangement in connection with the Agreement. In additionproject or any property included or planned to be included in the project in which any member, this Agreement shall bind the successorsofficer, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations or employee of the State of Florida. 5. Grantee agrees to make payments to SUBRECIPIENT or the subcontractor within seven (7) working days after receipt of full locality during its tenure, or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of for one (1) percent year thereafter, has any interest, direct or indirect. If any such present or former member, officer, or employee involuntarily acquires or had acquired, prior to the beginning of this tenure any such interests, and if such interests are immediately disclosed to the COUNTY, the COUNTY, with prior approval of the amount due per day from HUD, may waive the expiration prohibition contained in this subsection; provided that any such present member, officer, or employee shall not participate in any actions by the SUBRECIPIENT or the locality relating to such contract, subcontract, or arrangement. The SUBRECIPIENT shall insert in all contracts entered into in connection with the project or any property included or planned to be included in any project and shall require its contractors to insert in each of their subcontracts, the following provision: No member, officer, or employee of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent SUBRECIPIENT or of the outstanding balance due. 6. Grantee locality during his tenure, or for one (1) year thereafter, shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that periodhave any interest, and 7. DEO shall retain the right to reject any of Grantee’s direct or subcontractor’s employees whose qualifications or performanceindirect, in DEO’s judgmentthis AGREEMENT or the proceeds thereof. In the provision of the emergency shelter, are insufficientthe SUBRECIPIENT agrees to abide by all applicable Federal, State, and local laws.

Assignments and Subcontracts. 1. Grantee shall not assignContractor agrees to neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of DEO. Any sublicense, subcontractassignment, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling with the obligations of this Agreementproject. If DEO permits Grantee Contractor to subcontract all or part of the work contemplated under this AgreementContract, including entering into subcontracts with vendors for servicesservices and commodities, it is understood by Grantee Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary subject to ensure subcontractor’s compliance with prior review and comment by DEO. Such review of the written subcontract document by DEO will be limited to a determination of whether or not subcontracting is permissible and the inclusion of applicable state terms and federal lawconditions of this Contract. Grantee Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. GranteeContractor, at its expense, will defend DEO against such claims. 3. Grantee Contractor agrees that all Grantee Contractor employees, subcontractors, or agents performing work under the Agreement Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee Contractor shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement Contract must comply with all DEO security and administrative requirements identified hereinof DEO. DEO may conduct, and Grantee Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by GranteeContractor. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance non‐compliance with DEO’s security or administrative requirements identified hereinother requirements. Such refusal shall not relieve Grantee Contractor of its obligation to perform all work in compliance with the AgreementContract. DEO may reject and bar from any facility for cause any of GranteeContractor’s employees, subcontractors, or agents. 4. Grantee Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement Contract to another governmental agency in the State of Florida, upon giving prior written notice to GranteeContractor. In the event the State of Florida approves transfer of GranteeContractor’s obligations, Grantee Contractor remains responsible for all work performed and all expenses incurred in connection with the AgreementContract. In addition, this Agreement Contract shall bind the successors, assigns, and legal representatives of Grantee Contractor and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement Contract between Grantee Contractor and subcontractor. GranteeContractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee Contractor and paid to the subcontractor in the amount of one-half one‐half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee Contractor agrees that DEO may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DEO in all such cases. 7. Contractor shall provide a monthly Minority and Service-Disabled Service‐Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified non‐certified minority and service-disabled service‐disabled veteran subcontractors/material suppliers for that periodthe current month, andand project to date. The report shall include the names, addresses and dollar amount of each 78. DEO shall retain the right to reject any of GranteeContractor’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee The Contractor shall not assignsubcontract any of the work or services covered by this contract nor shall any interest be assigned or transferred, subcontractin whole or in part, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent except as may be withheld provided for in DEOthis contract or with the express written approval of the Department. Such approval, if granted, shall not relieve the Contractor of any of its responsibilities under the contract. If the Contractor utilizes a subcontractor, the following shall apply: a. The Contractor shall submit to the Department a completed copy of Attachment F - Subcontractor List. The Contractor shall have a continuing obligation to update Attachment F - Subcontractor List during the course of this contract. A complete and accurate list shall be submitted to the Department before final payment is made. b. The Contractor shall secure from the subcontractor and shall submit to the Department a copy of the subcontractor’s sole New Jersey Business Registration Certificate as designated in Section II(d) of the General Terms and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anotherConditions and Section VIII(F) of Attachment A - Authorizations and Disclosures. 2. Grantee agrees to c. The Contractor shall be responsible for the subcontractor’s performance and compliance with all work performed applicable terms, conditions and requirements of this contract, and all expenses incurred applicable laws. d. The Contractor shall ensure that all subcontracts entered into under this Contract meet all applicable Federal requirements, including but not limited to those delineated in fulfilling 2 CFR 180, 200 and Appendix II to Part 200. e. The Contractor shall be responsible for any claims arising out of any subcontract hereunder, and, as a condition of any subcontract hereunder, the obligations subcontractor shall hold the State harmless from any claims by the subcontractor or third parties, which may arise under or as a result of the subcontract. f. If applicable, the Contractor shall provide, on a monthly and cumulative basis, a breakdown in accordance with the Approved Project Budget, of all monies paid to any small business, minority or woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, Division of Revenue, ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. g. Nothing contained in this contract or any of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreementcontract’s documents, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical the Request for Proposal and/or the Contractor’s bid, proposal or training qualifications, quality application shall be construed to create a contract or privity of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with contract between the Agreement. DEO may reject State and/or the Department and bar from any facility for cause any of Granteethe contractor’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1Any assignment or other transfer by the Contractor of this Contract or any part thereof or of any of its rights hereunder or of any monies due or to become due hereunder and any delegation of any of its duties hereunder without the express written consent in writing of the SSHA shall be void and of no effect as the SSHA, provided, however, that the Contractor may subcontract portions of the Work to such persons as the Designated Representative may, from time to time, expressly approve in writing. Grantee For each individual, partnership or corporation proposed by the Contractor as a subcontractor, the Contractor shall submit to the SSHA a certification or, if a certification cannot assignbe made, a statement by such person, partnership or corporation to the same effect as the certification or statement required from the Contractor pursuant to the clauses of the "Information for Bidders" entitled "Certification of No Indictment, Conviction, Suspension, Debarment or Termination" and "Non-Collusive Bidding and Code of Ethics Certification”; “Certification of No Solicitation Based on Commission, Percentage, Brokerage, Contingent Fee or Other Fee". All further subcontracting by any subcontractor shall also be subject to such approval of the SSHA. No consent to any assignment or other transfer, and no approval of any subcontractor, shall under any circumstances operate to relieve the Contractor of any of its obligations; no subcontract, no approval of any subcontract and no act or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part omission of the work contemplated under this AgreementSSHA or the Designated Representative shall create any rights in favor of such subcontractor and against the Saratoga Springs Housing Authority; and as between the SSHA and the Contractor, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employeesassignees, subcontractors, or and other transferees shall for all purposes be deemed to be agents performing work under of the Agreement Contractor. Moreover, all subcontractors and all approvals of subcontractors, regardless of their form, shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under deemed to be conditioned upon performance by the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO subcontractors in accordance with section 287.0585, F.S., unless otherwise stated in this Contract; and if any subcontractor shall fail to perform the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid Contract to the subcontractor in the amount of one-half of one (1) percent satisfaction of the amount due per day from SSHA, the expiration SSHA shall have the absolute right to rescind its approval forthwith and to require the performance of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of Contract by the outstanding balance dueContractor personally or through other approved subcontractors. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assignContractor agrees to neither assign the responsibility for this Contract to another party nor subcontract for any of the work contemplated under this Contract without prior written approval of DEO. Any sublicense, subcontractassignment, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling with the obligations of this Agreementproject. If DEO permits Grantee Contractor to subcontract all or part of the work contemplated under this AgreementContract, including entering into subcontracts with vendors for servicesservices and commodities, it is understood by Grantee Contractor that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary subject to ensure subcontractor’s compliance with prior review and comment by DEO. Such review of the written subcontract document by DEO will be limited to a determination of whether or not subcontracting is permissible and the inclusion of applicable state terms and federal lawconditions of this Contract. Grantee Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. GranteeContractor, at its expense, will defend DEO against such claims. 3. Grantee Contractor agrees that all Grantee Contractor employees, subcontractors, or agents performing work under the Agreement Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee Contractor shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement Contract must comply with all DEO security and administrative requirements identified hereinof DEO. DEO may conduct, and Grantee Contractor shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by GranteeContractor. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents personnel for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified hereinother requirements. Such refusal shall not relieve Grantee Contractor of its obligation to perform all work in compliance with the AgreementContract. DEO may reject and bar from any facility for cause any of GranteeContractor’s employees, subcontractors, or agents. 4. Grantee Contractor agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement Contract to another governmental agency in the State of Florida, upon giving prior written notice to GranteeContractor. In the event the State of Florida approves transfer of GranteeContractor’s obligations, Grantee Contractor remains responsible for all work performed and all expenses incurred in connection with the AgreementContract. In addition, this Agreement Contract shall bind the successors, assigns, and legal representatives of Grantee Contractor and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee Contractor agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement Contract between Grantee Contractor and subcontractor. GranteeContractor’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee Contractor and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee Contractor agrees that DEO may undertake or award supplemental contracts for work related to the Contract. Contractor and its subcontractors shall cooperate with such other contractors and DEO in all such cases. 7. Contractor shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that periodthe current month, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise 78. DEO shall retain the right to reject any of GranteeContractor’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations agrees to neither assign the responsibilityfor this Agreement to another party nor subcontract for any of thework contemplated under this Agreement, by operation or amend any such assignment or subcontrac,t without prior written approval of law DEO. Any sublicense, assignment, or otherwise, transfer occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee agrees to be tobe responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. Agreemen.t If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors vdeonrs for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees furtheargrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expensesitexpense, will defend DEO against such claims. 3. If the Project is procured pursuant to Chapter 255, F.,S.for construction services and at the time of the competitive solicitation of the Project fifty percent (50%) or more of the cost of the Project is tobe paid from state-appropriated funds, then Grantee must comply with the requirements of sections 255.0991 and 255.0992, F.S. 4. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained traiend technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or nonno-compliance cnompliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractorssubctornactors, or agents. 45. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another toanother governmental agency in the State of Florida, upon giving prior written notice ntoice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 56. Grantee agrees to make payments makepayments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the inthe Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of oneon-half ehalf of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15fiftee(1n5) percent of the outstanding balance due. 67. Grantee shall provide a monthly Minority and ServiceServic-Disabled eDisabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and nonn-certified ocnertified minority and service-disabled veteran subcontractors/material suppliers for that period, andand Project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Servic-eDisabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Agreement ManagerT.he Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. DEO’s Minority Coordinator at (▇▇▇) ▇▇-▇▇▇▇▇ will assist with questions and answers. 78. DEO shall retain the right to reject any of Grantee’s or subcontractorsubocntractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assignAny assignment of this Subcontract or rights hereunder, subcontract, in whole or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwisepart, without the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements CONTRACTOR shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees void, except that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior ten (10) calendar days written notice to GranteeCONTRACTOR, SUBCONTRACTOR may assign monies due or to become due under this Subcontract, provided that any assignment of monies shall be subject to proper set-offs in favor of CONTRACTOR and any deductions provided for in this Subcontract. SUBCONTRACTOR shall not subcontract with any third party for the performance of all or any portion of the Work without the advance written approval of CONTRACTOR. Lower-tier subcontracts and purchase orders must include provisions to secure all rights and remedies of CONTRACTOR and OWNER provided under this Subcontract, and must impose upon the lower-tier subcontractor and supplier all of the general duties and obligations required to fulfill this Subcontract. Copies of all purchase and subcontract agreements are to be provided to CONTRACTOR upon request. Pricing may be deleted unless the compensation to be paid thereunder is reimbursable under this Subcontract. No assignment or subcontract will be approved which would relieve SUBCONTRACTOR or its sureties, if any, of their responsibilities under this Subcontract. GC-21 RESERVED GC-22 TERMINATION CONTRACTOR may by written notice to SUBCONTRACTOR terminate this Subcontract in whole or in part at any time, either for CONTRACTOR’S convenience or for the default of SUBCONTRACTOR. Upon such termination, all data, plans, specifications, reports, estimates, summaries, completed Work and Work in progress, and such other information and materials as may have been accumulated by SUBCONTRACTOR in performing this Subcontract shall, in the manner and to the extent determined by CONTRACTOR, become the property of and be delivered to CONTRACTOR. If the termination is for the convenience of CONTRACTOR, an equitable adjustment shall be made by agreement between SUBCONTRACTOR and CONTRACTOR in the compensation to be paid SUBCONTRACTOR under this Subcontract but no amount shall be allowed for anticipated profit on unperformed Work. If the termination is attributable to the default of SUBCONTRACTOR, CONTRACTOR shall have the right to complete such Work by whatever method CONTRACTOR may deem expedient, including employing another contractor under such form of agreement as CONTRACTOR may deem advisable, or CONTRACTOR may perform any part of such Work that has been terminated. The expense of so completing such Work together with a reasonable charge for administering any agreement for such completion will be charged to SUBCONTRACTOR and such expense will be deducted by CONTRACTOR from such monies as may be due or may at any time thereafter become due to SUBCONTRACTOR. In case such expense exceeds the event the State of Florida approves transfer of Grantee’s obligationssum which would have otherwise been payable under this Subcontract, Grantee remains responsible then SUBCONTRACTOR shall be liable for all work performed and all expenses incurred in connection with the Agreement. In additionshall, this Agreement shall bind the successorsupon notice from CONTRACTOR, assigns, and legal representatives of Grantee and of any legal entity that succeeds promptly pay to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in CONTRACTOR the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance duesuch excess. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. The Grantee shall not assignsubcontract any of the work or services covered by this agreement nor shall any interest be assigned or transferred, subcontractin whole or in part, except as may be provided for in this agreement or otherwise transfer with the express written approval of the Department. Such approval, if granted, shall not relieve the Grantee of any of its rightsresponsibilities under this agreement. A. As a precondition of the Department’s approval of a subcontractor and prior to any payments by the Department for subcontracted work, dutiesthe Grantee shall submit to the Department a completed copy of Attachment F - Subcontractor Approval. B. The Grantee shall secure from the subcontractor and shall submit to the Department a copy of the subcontractor’s New Jersey Business RegistrationCertificate as designated in Section IX of Attachment A - Authorizations and Disclosures. C. The Grantee shall be responsible for the subcontractor’s performance, or obligations compliance with all applicable terms, conditions and requirements of this agreement, and compliance with all applicable laws. D. The Grantee shall ensure that all subcontracts entered into under this Agreement, by operation if Federally funded, meet all applicable requirements of law or otherwise2 CFR 200, without the prior written consent of DEOincluding but not limited to those delineated in 2 CFR 200, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anotherAppendix II. 2. E. The Grantee agrees to shall be responsible for all work performed and all expenses incurred in fulfilling any claims arising out of any subcontract hereunder, and, as a condition of any subcontract hereunder, the obligations of this Agreement. If DEO permits Grantee to subcontract all subcontractor shall hold the State harmless from any claims by the subcontractor or part third- parties, which may arise under or as a result of the work contemplated under this Agreementsubcontract. F. If applicable, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses provide, on a monthly and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate incumulative basis, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO breakdown in accordance with section 287.0585the Approved Project Budget, F.S.of all monies paid to any small business, unless otherwise stated minority or woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, Division of Revenue, PO Box 628, Trenton, NJ 08646. G. Nothing contained in the Agreement between Grantee and subcontractor. Grantee’s failure application or this agreement shall be construed to pay its subcontractors within seven (7) working days will result in create a penalty charged against Grantee contract or privity of contract between the Department and paid to the subcontractor in the amount of one-half of one (1) percent any of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s contractors or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficientsubcontractors.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent may be withheld in DEO’s sole and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to another 2. Grantee ▇▇▇▇▇▇▇ agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee ▇▇▇▇▇▇▇ agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee▇▇▇▇▇▇▇. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee▇▇▇▇▇▇▇’s obligations, Grantee ▇▇▇▇▇▇▇ remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee ▇▇▇▇▇▇▇ agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee▇▇▇▇▇▇▇’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee ▇▇▇▇▇▇▇ and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. Grantee shall not assign, subcontract, or otherwise transfer its rights, duties, or obligations ▇▇▇▇▇▇▇ agrees to neither assign the responsibility for this Agreement to another party nor subcontract for any of the work contemplated under this Agreement, by operation or amend any such assignment or subcontract, without prior written approval of law DEO. Any sublicense, assignment, or otherwise, transfer occurring without the prior written consent approval of DEO, which consent may shall be withheld in DEO’s sole null and absolute discretion. DEO is at all times entitled to assign or transfer its rights, duties, or obligations under this Agreement to anothervoid. 2. Grantee ▇▇▇▇▇▇▇ agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee ▇▇▇▇▇▇▇ agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee▇▇▇▇▇▇▇. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee▇▇▇▇▇▇▇’s obligations, Grantee ▇▇▇▇▇▇▇ remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee ▇▇▇▇▇▇▇ agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. Grantee▇▇▇▇▇▇▇’s failure to pay its subcontractors within seven (7) working days will result in a penalty charged against Grantee ▇▇▇▇▇▇▇ and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, andand project to date. The report shall include the names, addresses and dollar amount of each certified and non-certified Minority Business Enterprise and Service-Disabled Veteran Enterprise participant and a copy must be forwarded to DEO’s Agreement Manager. The Office of Supplier Diversity at (▇▇▇) ▇▇▇-▇▇▇▇ will assist in furnishing names of qualified minorities. ▇▇▇’s Minority Coordinator at (▇▇▇) ▇▇▇-▇▇▇▇ will assist with questions and answers. 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO▇▇▇’s judgment, are insufficient.

Assignments and Subcontracts. 128.1 The Contractor acknowledges that it was selected by the State to perform the services required hereunder based, in part, upon the Contractor’s special skills and expertise. Grantee The Contractor shall not assign, subcontract, subcontract or otherwise transfer this Agreement or its rights, duties, obligations hereunder in whole or obligations under this Agreement, by operation of law or otherwise, in part without the prior written consent of DEOthe State, which consent may be withheld the State may, in DEO’s its sole and absolute discretion, approve or deny without reason. DEO is at all times entitled to assign Any attempted assignment or transfer of its rightsobligations without such consent shall be null and void. Subject to the foregoing, duties, or obligations under this Agreement to anothershall be binding upon the respective successors and assigns of the parties. 2. Grantee agrees to be responsible for all work performed and all expenses incurred in fulfilling 28.2 Contractor must obtain the obligations written approval of Customer before subcontracting any portion of this Agreement. If DEO permits Grantee No such approval by the State of any subcontract shall be deemed in any way to subcontract all or part provide for the incurrence of any obligation of the work contemplated under State in addition to the total fixed price agreed upon in this Agreement, including entering into . All subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall incorporate the terms of this Agreement and shall be evidenced subject to the terms and conditions of this Agreement and to any conditions of approval that the State may deem necessary. 28.3 Contractor represents and warrants that any subcontract agreement Contractor enters into shall contain a provision advising the subcontractor that the subcontractor shall have no lien and no legal right to assert control over any funds held by a written document containing the Customer, and that the subcontractor acknowledges that no privity of contract exists between the Customer and the subcontractor and that the Contractor is solely liable for any and all provisions necessary to ensure subcontractor’s compliance with applicable state and federal law. Grantee further agrees that DEO shall not payments which may be liable due to the subcontractor for any expenses or liabilities incurred under the pursuant to its subcontract and Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employees, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate in, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance agreement with the AgreementContractor. DEO may reject The Contractor shall indemnify and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that hold harmless the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed from and against any and all claims, demands, liabilities, suits, actions, damages, losses, costs and expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, of every kind and legal representatives nature whatsoever arising as a result of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the Agreement between Grantee and subcontractor. GranteeContractor’s failure to pay its any and all amounts due by Contractor to any subcontractor, materialman, laborer or the like. 28.4 All subcontractors within seven (7) working days will result in a penalty charged against Grantee and paid to the subcontractor in the amount of one-half of one (1) percent of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed bound by any negotiation, arbitration, appeal, adjudication or settlement of any dispute between the Contractor and shall not exceed fifteen (15) percent of the outstanding balance dueCustomer, where such dispute affects the subcontract. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficient.

Assignments and Subcontracts. 1. The Grantee shall not assignsubcontract any of the work or services covered by this agreement nor shall any interest be assigned or transferred, subcontract, or otherwise transfer its rights, duties, or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of DEO, which consent except as may be withheld provided for in DEOthis agreement or with the express written approval of the Department. A. As a precondition of the Department’s sole approval of a subcontractor and absolute discretion. DEO is at all times entitled prior to assign or transfer its rightsany payments by the Department for subcontracted work, dutiesthe Grantee shall secure from the subcontractor and shall submit to the Department a completed and executed copy of Attachment F - Subcontractor Certification, or obligations under this Agreement to anotherbe provided, as applicable. 2. B. The Grantee agrees shall secure from the subcontractor and shall submit to the Department a copy of the subcontractor’s New Jersey Business Registration Certificate as designated in Section IX of Attachment A - Authorizations and Disclosures. C. The Grantee shall be responsible for the subcontractor’s performance, compliance with all work performed applicable terms, conditions and all expenses incurred in fulfilling the obligations requirements of this Agreement. If DEO permits Grantee to subcontract all or part of the work contemplated under this Agreementagreement, including entering into subcontracts with vendors for services, it is understood by Grantee that all such subcontract arrangements shall be evidenced by a written document containing all provisions necessary to ensure subcontractor’s and compliance with all applicable state and federal law. Grantee further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and laws. D. The Grantee shall be solely liable to responsible for any claims arising out of any subcontract hereunder, and, as a condition of any subcontract hereunder, the subcontractor for all expenses and liabilities incurred shall hold the State harmless from any claims by the subcontractor or third parties which may arise under or as a result of the subcontract. Grantee, at its expense, will defend DEO against such claims. 3. Grantee agrees that all Grantee employeesE. If applicable, subcontractors, or agents performing work under the Agreement shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Grantee shall furnish provide, on a copy of technical certification or other proof of qualification. All Grantee employees, subcontractors, or agents performing work under the Agreement must comply with all DEO security monthly and administrative requirements identified herein. DEO may conduct, and Grantee shall cooperate incumulative basis, a security background check or otherwise assess any employee, subcontractor, or agent furnished by Grantee. DEO may refuse access to, or require replacement of, any of Grantee’s employees, subcontractors, or agents for cause, including, but not limited to, technical or training qualifications, quality of work, change in security status, or non-compliance with DEO’s security or administrative requirements identified herein. Such refusal shall not relieve Grantee of its obligation to perform all work in compliance with the Agreement. DEO may reject and bar from any facility for cause any of Grantee’s employees, subcontractors, or agents. 4. Grantee agrees that the State of Florida shall at all times be entitled to assign or transfer its rights, duties, or obligations under this Agreement to another governmental agency in the State of Florida, upon giving prior written notice to Grantee. In the event the State of Florida approves transfer of Grantee’s obligations, Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement. In addition, this Agreement shall bind the successors, assigns, and legal representatives of Grantee and of any legal entity that succeeds to the obligations of the State of Florida. 5. Grantee agrees to make payments to the subcontractor within seven (7) working days after receipt of full or partial payments from DEO breakdown in accordance with section 287.0585the Approved Project Budget, F.S.of all monies paid to any small business, unless otherwise stated minority or woman-owned subcontractor(s). This breakdown shall be sent to the Chief of Operations, Division of Revenue, PO Box 628, Trenton, NJ 08646. F. Nothing contained in the Agreement between Grantee and subcontractor. Grantee’s failure application or this agreement shall be construed to pay its subcontractors within seven (7) working days will result in create a penalty charged against Grantee contract between the Department and paid to the subcontractor in the amount of one-half of one (1) percent any of the amount due per day from the expiration of the period allowed herein for payment. Such penalty shall be in addition to actual payments owed and shall not exceed fifteen (15) percent of the outstanding balance due. 6. Grantee shall provide a monthly Minority and Service-Disabled Veteran Business Enterprise Report for each invoice period summarizing the participation of certified and non-certified minority and service-disabled veteran subcontractors/material suppliers for that period, and 7. DEO shall retain the right to reject any of Grantee’s contractors or subcontractor’s employees whose qualifications or performance, in DEO’s judgment, are insufficientsubcontractors.