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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 Coveraee. 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 Cause. 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
<br />6of12
<br />Rev. 7/28/2017
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