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SECTION 11. INDEPENDENT CONTRACTOR It is expressly understood and agreed by the parties hereto that Department is contracting with Contractor as an independent contractor, and that Contractor, as such, agrees to hold Department harmless and to indemnify Department from and against any and all claims, demands, and causes of action of every kind and character which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by Contractor under this contract. SECTION 12. SUBCONTRACTS A. Except for subcontracts to which the federal labor standards requirements apply, Contractor may subcontract for performances described in this contract without obtaining Department's prior written approval. Contractor shall only subcontract for performances described in this contract to which the federôl labor standards requirements apply after Contractor has submitted a Subcontractor Eligibility form, as specified by Department, for each such approval, based on the information submitted, of Contractor's intent to enter into such proposed subcontract. Contractor, in subcontracting for any performances described in this contract, expressly understands that in entering into such subcontracts, Department is in no way liable to Contractor's subcontractor(s). B. In no event shall any provision of this Section 12, specifically the requirement that Contractor obtain Department's prior written approval of a subcontractor's eligibility, be construed as relieving Contractor of the responsibility for ensuring that the performances rendered under all subcontracts are rendered so as to comply with all of the terms of this contract, as if such performances rendered were rendered by Contractor. C. Department's approval under Section 12 does not constitute adoption, ratification, or acceptance of Contractor's or subcontractor's performance hereunder. Department maintains the right to insist upon Contractor's full compliance with the terms of this contract, and by the act of approval under this Section 12, Department does not waive any right of action which may exist or which may subsequently accrue to Department under this contract. D. Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances for making procurements under this contract. SECTION 13. CONFLICT OF INTEREST In addition to the requirements of OMB Circular Nos. A-I02 or A-II0, as applicable, Contractor shall ensure that no person who is an employee, agent, consultant, officer, or elected or appointed official of Contractor or any private nonprofit organization receiving funds provided under this contract who exercises or has exercised any functions or responsibilities with respect to activities performed pursuant to this contract or who is in a position to participate in a decision-making process or gain inside information with regard to such activities, may obtain a personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for him or herself or those with whom he or she has family or business ties, during his or her tenure or for one year thereafter. Page 6 of 12