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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 />7of12
<br />Rev. 7/28/2017
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