|
e. Transition of Services Upon Termination, Expiration, or Cancellation of the Agreement If services provided
<br />under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition
<br />of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative
<br />obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant
<br />Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as
<br />necessary to complete the transition or continued portion of the Agreement, if any.
<br />14. Notice of Default.
<br />If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of
<br />the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under
<br />the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting
<br />the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will
<br />be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default
<br />notice.
<br />IS. Events of Default.
<br />Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non-
<br />exclusive list of events, acts, or omissions, shall constitute events of default:
<br />a. The commitment of any material breach of this Agreement by 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 />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 furnishing labor or materials, or failure to make payment to
<br />any other entities as required by this 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;
<br />i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the
<br />specified 30 -day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate
<br />assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations
<br />under the Agreement:
<br />i. Entry of an order for relief under Title 11 of the United States Code;
<br />ii. The making by Grantee of a general assignment for the benefit of creditors;
<br />iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property;
<br />and/or
<br />iv. An action by 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 Grantee written notice outlining the particulars
<br />of suspension. Examples of reasons for suspension include, but are not limited to, budgetary constraints, declaration
<br />of emergency, or other such circumstances. After receiving a suspension notice, Grantee shall comply with the notice.
<br />Within 90 days, or any longer period agreed to by the parties, Department shall either: (1) issue a notice authorizing
<br />resumption of work, at which time activity shall resume; or (2) terminate the Agreement. If the Agreement is
<br />terminated after 30 days of suspension, the notice of suspension shall be deemed to satisfy the thirty (30) days' notice
<br />required for a notice of termination for convenience. Suspension of work shall not entitle Grantee to any additional
<br />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 Grantee or its employees or agents contributed to the delay and the delay is due directly to acts of God, wars, acts
<br />of public enemies, strikes, fires, floods, or other similar cause wholly beyond Grantee's control, or for any of the
<br />Attachment 1
<br />6ofI1
<br />Rev. 4/27/18
<br />
|