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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 t I 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 />foregoing that affect subcontractors or suppliers if no alternate source of supply is available to Grantee. In case of
<br />any delay Grantee believes is excusable, Grantee shall notify Department in writing of the delay or potential delay
<br />and describe the cause of the delay either (1) within ten days after the cause that creates or will create the delay first
<br />arose, if Grantee could reasonably foresee that a delay could occur as a result; or (2) if delay is not reasonably
<br />foreseeable, within five days after the date Grantee first had reason to believe that a delay could result. THE
<br />FOREGOING SHALL CONSTITUTE THE GRANTEE'S SOLE REMEDY OR EXCUSE WITH RESPECT
<br />TO DELAY. Providing notice in strict accordance with this paragraph is a condition precedent to such remedy. No
<br />claim for damages, other than for an extension of time, shall be asserted against Department. The Grantee shall not be
<br />entitled to an increase in the Agreement price or payment of any kind from Department for direct, indirect,
<br />consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or
<br />inefficiency, arising because of delay, disruption, interference, or hindrance from any cause whatsoever. If
<br />performance is suspended or delayed, in whole or in part, due to any of the causes described in this paragraph, after
<br />the causes have ceased to exist Grantee shall perform at no increased cost, unless Department determines, in its sole
<br />discretion, that the delay will significantly impair the value of the Agreement to Department, in which case Department
<br />may: (1) accept allocated performance or deliveries from Grantee, provided that Grantee grants preferential treatment
<br />to Department with respect to products subjected to allocation; (2) contract with other sources (without recourse to
<br />and by Grantee for the related costs and expenses) to replace all or part of the products or services that are the subject
<br />of the delay, which purchases may be deducted from the Agreement quantity; or (3) terminate Agreement in whole or
<br />in part,
<br />18. Indemnification.
<br />a. The Grantee shall be fully liable for the actions of its agents, employees, partners, or subcontractors and shall
<br />fully indemnify, defend, and hold harmless Department and its officers, agents, and employees, from suits,
<br />actions, damages, and costs of every name and description arising from or relating to:
<br />i. personal injury and damage to real or personal tangible property alleged to be caused in whole or in
<br />part by Grantee, its agents, employees, partners, or subcontractors; provided, however, that Grantee
<br />shall not indemnify for that portion of any loss or damages proximately caused by the negligent act
<br />or omission of Department;
<br />ii. the Grantee's breach of this Agreement or the negligent acts or omissions of Grantee.
<br />Attachment 1
<br />7of13
<br />Rev. 7/12/2023
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