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described in this Agreement. The Grantee shall require all its sub-grantees and/or subcontractors,if any,to
<br /> make compliance with the insurance requirements of this Agreement a condition of all contracts that are related
<br /> to this Agreement. Sub-grantees and/or subcontractors must provide proof of insurance upon request.
<br /> c. Exceptions to Additional Insured Requirements. If the Grantee's insurance is provided through an insurance
<br /> trust,the Grantee shall instead add the Department of Environmental Protection,its employees,and officers as
<br /> an additional covered party everywhere the Agreement requires them to be added as an additional insured.
<br /> Further,notwithstanding the requirements above,if Grantee is self-insured,then the Department of
<br /> Environmental Protection,its employees,and officers do not need to be listed as additional insureds.
<br /> d. Deductibles. The Department shall be exempt from,and in no way liable for,any sums of money representing a
<br /> deductible in any insurance policy. The payment of such deductible shall be the sole responsibility of the
<br /> Grantee providing such insurance.
<br /> e. Proof of Insurance. Upon execution of this Agreement,the Grantee shall provide the Department
<br /> documentation demonstrating the existence and amount for each type of applicable insurance coverage prior to
<br /> performance of any work under this Agreement. Upon receipt of written request from the Department,the
<br /> Grantee shall furnish the Department with proof of applicable insurance coverage by standard form certificates
<br /> of insurance,a self-insured authorization,or other certification of self-insurance.
<br /> f. Failure to Maintain Ciweraee. In the event that any applicable coverage is cancelled by the insurer for any
<br /> reason,the Grantee shall immediately notify the Department of such cancellation and shall obtain adequate
<br /> replacement coverage conforming to the requirements herein and provide proof of such replacement coverage
<br /> within ten(10)calendar days after the cancellation of coverage.
<br /> 13. Termination.
<br /> a. Termination for Convenience. The Department may terminate the Agreement in whole or in part by giving 30
<br /> days'written notice to the Grantee,when the Department determines,in its sole discretion,that it is in the State's
<br /> interest to do so. The Department shall notify the Grantee of the termination for convenience with instructions
<br /> as to the effective date of termination or the specific stage of work at which the Agreement is to be terminated.
<br /> The Grantee shall not furnish any service or deliverable after it receives the notice of termination,unless otherwise
<br /> instructed in the notice. The Grantee shall not be entitled to recover any cancellation charges or lost profits. If
<br /> the Agreement is terminated before performance is completed, the Grantee shall be paid only for that work
<br /> satisfactorily performed for which costs can be substantiated.
<br /> b. Termination for Cau.c.The Department may terminate this Agreement if any of the events of default described
<br /> below occur or in the event that the Grantee fails to fulfill any of its other obligations under this Agreement.The
<br /> Grantee shall continue work on any portion of the Agreement not terminated. If,after termination,it is determined
<br /> that the Grantee was not in default,or that the default was excusable,the rights and obligations of the parties shall
<br /> be the same as if the termination had been issued for the convenience of the Department.The rights and remedies
<br /> of the Department in this clause are in addition to any other rights and remedies provided by law or under this
<br /> Agreement.
<br /> c. Grantee Obligations upon Notice of Termination After receipt of a notice of termination or partial termination,
<br /> and except as otherwise directed by the Department,the Grantee shall stop performing services on the date,and
<br /> to the extent specified,in the notice.
<br /> 14. Notice of Default.
<br /> If the Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including,
<br /> without limitation,any of the events of default listed below,the Department shall provide notice to the Grantee and
<br /> an opportunity to cure that is reasonable under the circumstances.This notice shall state the nature of the failure to
<br /> perform and provide a time certain for correcting the failure.The notice will also provide that,should the Grantee fail
<br /> to perform within the time provided, the Grantee will be found in default, and the Department may terminate the
<br /> Agreement effective as of the date of receipt of the default notice.
<br /> 15. Events of Default.
<br /> Provided such failure is not the fault of the Department or outside the reasonable control of the Grantee,the following
<br /> non-exclusive list of events,acts,or omissions,shall constitute events of default:
<br /> a. The commitment of any material breach of this Agreement by the Grantee,including failure to timely deliver a
<br /> material deliverable,failure to perform the minimal level of services required for a deliverable,discontinuance of
<br /> the performance of the work, failure to resume work that has been discontinued within a reasonable time after
<br /> notice to do so,or abandonment of the Agreement;
<br /> b. The commitment of any material misrepresentation or omission in any materials,or discovery by the Department
<br /> of such,made by the Grantee in this Agreement or in its application for funding.
<br /> Attachment 1
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<br /> Rev.7128/2017
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