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c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect,
<br /> incomplete,or insufficient information.
<br /> d. Failure to honor any term of the Agreement;
<br /> e. Failure to abide by any statutory, regulatory, or licensing requirement,including an entry of an order revoking
<br /> the certificate of authority granted to the Grantee by a state or other licensing authority;
<br /> f. Failure to pay any and all entities, individuals, and the like furnishing labor or materials, or failure to make
<br /> payment to any other entities as required herein in connection with the Agreement;
<br /> g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the
<br /> Immigration and Nationality Act;
<br /> h. Failure to maintain the insurance required by this Agreement;and
<br /> i. One or more of the following circumstances, uncorrected for more than 30 calendar days unless, within the
<br /> specified 30-day period,the Grantee(including its receiver or trustee in bankruptcy)provides to the Department
<br /> adequate assurances,reasonably acceptable to the Department,of its continuing ability and willingness to fulfill
<br /> its obligations under the Agreement:
<br /> i. Entry of an order for relief under Title 11 of the United States Code;
<br /> ii. The making by the Grantee of a general assignment for the benefit of creditors;
<br /> iii. The appointment of a general receiver or trustee in bankruptcy of the Grantee's business or property;
<br /> and/or
<br /> iv. An action by the Grantee under any state insolvency or similar law for the purpose of its bankruptcy,
<br /> reorganization,or liquidation.
<br /> 16. Suspension of Work.
<br /> The Department may,in its sole discretion,suspend any or all activities under the Agreement,at any time,when it is
<br /> in the best interest of the State to do so. The Department shall provide the Grantee written notice outlining the
<br /> particulars of suspension.Examples of reasons for suspension include,but are not limited to,budgetary constraints,
<br /> declaration of emergency,or other such circumstances. After receiving a suspension notice,the Grantee shall comply
<br /> with the notice.Within 90 days,or any longer period agreed to by the parties,the Department shall either:(1)issue a
<br /> notice authorizing resumption of work, at which time activity shall resume; or(2)terminate the Agreement. If the
<br /> Agreement is terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty
<br /> (30)days'notice required for a notice of termination for convenience.Suspension of work shall not entitle the Grantee
<br /> to any additional compensation.
<br /> 17. Force Majeure.
<br /> The Grantee shall not be responsible for delay resulting from its failure to perform if neither the fault nor the negligence
<br /> of the Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God,wars,
<br /> acts of public enemies,strikes,fires,floods,or other similar cause wholly beyond the Grantee's control,or for any of
<br /> the foregoing that affect subcontractors or suppliers if no alternate source of supply is available to the Grantee. In
<br /> case of any delay the Grantee believes is excusable,the Grantee shall notify the Department in writing of the delay or
<br /> potential delay and describe the cause of the delay either(1)within ten days after the cause that creates or will create
<br /> the delay first arose,if the Grantee could reasonably foresee that a delay could occur as a result;or(2)if delay is not
<br /> reasonably foreseeable,within five days after the date the Grantee first had reason to believe that a delay could result.
<br /> THE FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH
<br /> RESPECT TO DELAY.Providing notice in strict accordance with this paragraph is a condition precedent to such
<br /> remedy. No claim for damages, other than for an extension of time,shall be asserted against the Department. The
<br /> Grantee shall not be entitled to an increase in the Agreement price or payment of any kind from the Department for
<br /> direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of
<br /> acceleration or inefficiency, arising because of delay, disruption, interference, or hindrance from any cause
<br /> whatsoever.If performance is suspended or delayed,in whole or in part, due to any of the causes described in this
<br /> paragraph,after the causes have ceased to exist the Grantee shall perform at no increased cost,unless the Department
<br /> determines,in its sole discretion,that the delay will significantly impair the value of the Agreement to the Department,
<br /> in which case the Department may(1)accept allocated performance or deliveries from the Grantee,provided that the
<br /> Grantee grants preferential treatment to Department with respect to products subjected to allocation;(2)contract with
<br /> other sources(without recourse to and by the Grantee for the related costs and expenses)to replace all or part of the
<br /> products or services that are the subject of the delay,which purchases may be deducted from the Agreement quantity;
<br /> or(3)terminate the Agreement in whole or in part.
<br /> Attachment 1
<br /> 7 of 12
<br /> Rev.7/28/2017
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