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A TRUE COPY
<br /> CERTIFICATION ON LAST PAGE
<br /> RYAN L. BUTLER, CLERK
<br /> 15. 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 /> I'I 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 /> 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 /> Attachment 1-A
<br /> 7 of 13
<br /> Rev.9/15/2023
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