Common use of Assignments and Subcontracts Clause in Contracts

Assignments and Subcontracts. (a) Contractor must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the Department. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. (c) Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department a copy of its agreement. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the Department. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the Department. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) 1. Contractor 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, without prior written approval of DEO. Any sublicense, assignment, or transfer occurring without the prior approval of DEO, shall be null and void. 2. Contractor agrees to be responsible for all work performed and all expenses incurred in fulfilling the obligations of this Contract. If DEO permits Contractor to subcontract all or part of the work contemplated under this Contract, including entering into subcontracts with vendors for services and commodities, it is understood by 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. Contractor further agrees that DEO shall not be liable to the subcontractor for any expenses or liabilities incurred under the subcontract and Contractor shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. Contractor, at its expense, will defend DEO against such claims. 3. Contractor agrees that all Contractor employees, subcontractors, or agents performing work under the Contract shall be properly trained technicians who meet or exceed any specified training qualifications. Upon request, Contractor shall furnish a copy of technical certification or other proof of qualification. All employees, subcontractors, or agents performing work under the Contract must not assigncomply with all DEO security and administrative requirements identified herein. DEO may conduct, delegate and Contractor shall cooperate in, a security background check or otherwise transfer all assess any employee, subcontractor, or agent furnished by Contractor. DEO may refuse access to, or require replacement of, any part of Contractor’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 Contractor of its rights obligation to perform all work in compliance with the Contract. DEO may reject and bar from any facility for cause any of Contractor’s employees, subcontractors, or agents. 4. 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: (i) unless otherwise provided Contract to another governmental agency in the State of Florida, upon giving prior written notice to Contractor. In the event the State of Florida approves transfer of Contractor’s obligations, Contractor remains responsible for elsewhere all work performed and all expenses incurred in connection with the Contract. In addition, this Agreement; or (ii) without Contract shall bind the express written consent successors, assigns, and legal representatives of Contractor and of any legal entity that succeeds to the obligations of the DepartmentState of Florida. 5. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as Contractor agrees to make payments to the Services subcontractor within seven (7) working days after receipt of full or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the Department. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor partial payments from DEO in accordance with section 287.0585, F.S., unless otherwise stated in the terms Contract between Contractor and conditions of this Agreementsubcontractor. If any Subcontractor fails Contractor’s failure to perform the Services pay its subcontractors within seven (7) working days will result in accordance with the terms a penalty charged against Contractor and conditions of this Agreement paid to the satisfaction subcontractor in the amount of one-half of one (1) percent of the Department, amount due per day from the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance expiration of the Services under this Agreement under no circumstances operates period allowed herein for payment. Such penalty shall be in addition to relieve Contractor actual payments owed and shall not exceed fifteen (15) percent of any of its obligations or liabilities under this Agreementthe outstanding balance due. (c) Contractor6. 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, upon entering into any agreement with a Subcontractorand project to date. The report shall include the names, must furnish upon request addresses and dollar amount of the Department 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 its agreementSupplier Diversity at (000) 000-0000 will assist in furnishing names of qualified minorities. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance DEO’s Minority Coordinator at (000) 000-0000 will assist with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement questions and are subject to the approval of the Department. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Servicesanswers. (d) Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the Department8. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City reserves DEO shall retain the right to assign reject any of Contractor’s or otherwise transfer all or any part of its interests under this Agreement to any successor.subcontractor’s employees whose

Assignments and Subcontracts. (a) The Contractor must agrees that the Contractor’s Services shall be performed only by the Contractor. 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, delegate transfer or otherwise transfer all or assign any part of its rights duties or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; Agreement or (ii) subcontract any part hereof to any individual or entity without the express prior written consent of the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the DepartmentCHA. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by The Contractor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. (c) Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department a copy of its agreement. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the Department. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor must shall not transfer or assign assign, in whole or in part, any funds or claims due or to which may become due under this Agreement without the prior written approval of the DepartmentCHA. The Any attempted transfer or assignment assignments of any contract funds, either in whole or in part, or any interest in themtherein, which are shall be due or to become due to Contractor under this Agreementthe Contractor, without such the prior written approval, has approval of CHA shall be void and of no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreementlegal effect. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City CHA expressly reserves the right to assign or otherwise transfer all or any part of its rights or interests hereunder. All subcontractors to be employed by the Contractor, if 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 the Agreement, shall comply with the requirements of Section 5.14 and Section 5.15. Any subcontract for the performance of the Contractor’s Services or duties or obligations under the Agreement shall not operate to relieve the Contractor of any successorof its obligations or liabilities hereunder. Additionally, the Contractor shall include in its subcontracts all provisions of the Agreement that are required as flow-down provisions and also require its subcontractor(s) to comply with applicable CHA and HUD policies and regulations and applicable state and federal laws and the provisions of the Agreement. Furthermore, the Contractor shall not conduct business with any subcontractor(s) who is ineligible to do business with the CHA (as determined by the CHA’s Department of Procurement and Contracts).

Assignments and Subcontracts. (a) Contractor Consultant must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the Chief Procurement Officer and the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the DepartmentChief Procurement Officer, including approvals for the use of any Subcontractors, operate to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the DepartmentChief Procurement Officer. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor Consultant personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. (c) ContractorConsultant, upon entering into any agreement with a Subcontractor, must furnish upon request of the Chief Procurement Officer or the Department a copy of its agreement. Contractor Consultant must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the DepartmentDepartment and the Chief Procurement Officer. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor Consultant must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the DepartmentChief Procurement Officer. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor Consultant under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §' 2-92-245 of the Municipal Code, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor Consultant that amount directly. Such payment by the City to ContractorConsultant's Subcontractor under no circumstances operates to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) Contractor Auditor must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the DepartmentCommittee on Finance. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the DepartmentCommittee on Finance, including approvals for the use of any Subcontractors, operate to relieve Contractor Auditor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the DepartmentCommittee on Finance. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the DepartmentCommittee on Finance, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor Auditor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor Auditor of any of its obligations or liabilities under this Agreement. (c) ContractorAuditor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department Committee on Finance a copy of its agreement. Contractor Auditor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide provided that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the DepartmentCommittee on Finance. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than that are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor Auditor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the DepartmentCommittee on Finance. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor Auditor under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer Comptroller may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor Auditor that amount directly. Such payment by the City to ContractorAuditor's Subcontractor under no circumstances operates to relieve Contractor Auditor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third third-party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) Contractor Consultant must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) Agreement or any part of it, unless otherwise provided for elsewhere in this Agreement; Agreement or (ii) without the express written consent of the Chief Procurement Officer and the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, Chief Procurement Officer operate to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. (b) . All subcontracts and all approvals of Subcontractors are subject to the prior approval are, regardless of the Department. Approval for the use of any Subcontractor in performance of the Services is their form, considered conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to observe or perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor Consultant personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. (c) Contractor. Consultant, upon entering into any agreement with a Subcontractor, must furnish upon request of the Chief Procurement Officer or the Department a copy of its agreement. Contractor All subcontracts must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the DepartmentDepartment and the Chief Procurement Officer. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor . Consultant must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the DepartmentChief Procurement Officer. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor Consultant under this Agreement, without such prior written approval, has no effect upon the City. (e) . Under §the Municipal Code of Chicago, ch. 2-92, Section 2-92-245 of the Municipal Code245, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor Consultant that amount directly. Such payment by the City to ContractorConsultant's Subcontractor under no circumstances operates to relieve Contractor Consultant of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) Contractor must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the Department. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor personally or through any other City-approved City -approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. (c) Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department a copy of its agreement. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide provided that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the Department. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than that are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the Department. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer Comptroller may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) The Contractor must shall not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the Department. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the Department, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the Department. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the Department, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. (c) Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department a copy of its agreement. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the Department. If the agreements do not prejudice subcontract any of the City's rights under work or services covered by this Agreementcontract nor shall any interest be assigned or transferred, such agreements in whole or in part, except as may contain different provisions than are be provided for in this Agreement contract or with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior express written approval of the Department. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written Such approval, has no effect upon if granted, shall not relieve the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities 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 New Jersey Business Registration Certificate as designated in Section II(d) of the General Terms and Conditions and Section VIII(F) of Attachment A - Authorizations and Disclosures. c. The Contractor shall be responsible for the subcontractor’s performance and compliance with all applicable terms, conditions and requirements of this contract, and all applicable laws. d. The Contractor shall ensure that all subcontracts entered into under this AgreementContract meet all applicable Federal requirements, including but not limited to those delineated in 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 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 section is solely breakdown shall be sent to the Chief of Operations, Division of Revenue, XX Xxx 000, Xxxxxxx, XX 00000. g. Nothing contained in this contract or any of this contract’s documents, including but not limited to, the Request for Proposal and/or the benefit Contractor’s bid, proposal or application shall be construed to create a contract or privity of contract between the State and/or the Department and any of the City and does not grant any third party beneficiary rightscontractor’s subcontractors. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.

Assignments and Subcontracts. (a) Contractor must not assign, delegate or otherwise transfer all or any part of its rights or obligations under this Agreement: (i) unless otherwise provided for elsewhere in this Agreement; or (ii) without the express written consent of the DepartmentDepartment of Finance. The absence of such a provision or written consent voids the attempted assignment, delegation or transfer and is of no effect as to the Services or this Agreement. No approvals given by the DepartmentDepartment of Finance, including approvals for the use of any Subcontractors, operate to relieve Contractor of any of its obligations or liabilities under this Agreement. (b) All Subcontractors are subject to the prior approval of the DepartmentDepartment of Finance. Approval for the use of any Subcontractor in performance of the Services is conditioned upon performance by the Subcontractor in accordance with the terms and conditions of this Agreement. If any Subcontractor fails to perform the Services in accordance with the terms and conditions of this Agreement to the satisfaction of the DepartmentDepartment of Finance, the City has the absolute right upon written notification to immediately rescind approval and to require the performance of this Agreement by Contractor personally or through any other City-approved Subcontractor. Any approval for the use of Subcontractors in the performance of the Services under this Agreement under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. (c) Contractor, upon entering into any agreement with a Subcontractor, must furnish upon request of the Department of Finance a copy of its agreement. Contractor must ensure that all subcontracts contain provisions that require the Services be performed in strict accordance with the requirements of this Agreement, provide provided that the Subcontractors are subject to all the terms of this Agreement and are subject to the approval of the DepartmentDepartment of Finance. If the agreements do not prejudice any of the City's rights under this Agreement, such agreements may contain different provisions than that are provided in this Agreement with respect to extensions of schedule, time of completion, payments, guarantees and matters not affecting the quality of the Services. (d) Contractor must not transfer or assign any funds or claims due or to become due under this Agreement without the prior written approval of the DepartmentDepartment of Finance. The attempted transfer or assignment of any funds, either in whole or in part, or any interest in them, which are due or to become due to Contractor under this Agreement, without such prior written approval, has no effect upon the City. (e) Under §2-92-245 of the Municipal Code, the Chief Procurement Officer Comptroller may make direct payments to Subcontractors for Services performed under this Agreement. Any such payment has the same effect as if the City had paid Contractor that amount directly. Such payment by the City to Contractor's Subcontractor under no circumstances operates to relieve Contractor of any of its obligations or liabilities under this Agreement. This section is solely for the benefit of the City and does not grant any third third-party beneficiary rights. (f) The City reserves the right to assign or otherwise transfer all or any part of its interests under this Agreement to any successor.