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c. rosin mce_'I'rttst,._I1,tlie Grantee's insurance is provided through an insurance trust, the Grantee shall instead add
<br />tile Department of' Environmental Protection, its omployces, and officers as an additional covered party
<br />everywhere the Agreement requires then] to be added as an additional insured,
<br />13. Termination.
<br />t 1'crminatoi� for C.ontu��eTicc; When it is in the State's best interest, Departmail may, at its sole discretion,
<br />tctininate the Agreement in whole or in part by giving 30 days' written notice to Grantee. The Department shall
<br />notify Grantee of the termination for convenience with instructions as to the effective date of termination or the
<br />specific stage of work at which the Agreement is to be terminated. The Grantee must submit all invoices 1,61-
<br />work
<br />orwork to be paid under this Agrccment within thirty (30) clays of the effective date of termination. The
<br />Department shall not pay any invoices received atter thirty (30) days of the effective date of termination.
<br />h. 1 crmit'tittign [ur C'sttts, The Department may terminate this Agrccment if any of the events of default described
<br />in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other
<br />Obligations under this Agreement. if, after termination, it is deternlinect that GlUntee was not in default, nr that
<br />the default was excusable, the rights and obligations ofthe parties shall be the same as if the termination had
<br />been issued for the convenience of Department. The rights and remedies of Dcpartment in this clause are in
<br />addition to any other rights and remedies provided by law or under this Agreement.
<br />C. Grlrlt e: C)h(r � itiix>s, upon_Noticc of_I'orn i1pation_ After receipt of a notice of termination or partial termination
<br />unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on tite date, and
<br />to 1110 CXLCIIt specified, in [lie notice. However, tirantec shall continue work on any portion ofthe Agreement
<br />not terminated. f f the Agreement is terminated before performanec is completed, Grantee shall be paid only for
<br />that work satisfactorily performed Cor which costs can he substantiated. The Grantee shall not be entitled to
<br />recover any cancellation charges or lost profits.
<br />d Ountrnu stioln ol, 1f Department has paid for any services prior to the. cxpiralion, cancellation,
<br />or termination of the Agreement, Grantee shall continue to provide Department with those services For which it
<br />has already been paid or, it Department's discretion, Grantee shall provide a refund for services that have been
<br />paid for but not rcndcred.
<br />C. l ransitioll_of scrviccs Upon lcrmi,natrotl l"Xpir itiotl, Or Cancellation of the Agfucemplit,. iI'serviccs provided
<br />under the Agreement are being transitioned to another provider(s), Grantcc shall assist in the smooth transition
<br />of Agreement services to the subsequent provider(s). This requirement is at a Ilnnit»tml an affirmative
<br />obligation to cooperate with the new providcr(s), however additional requirennellts 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 cotllplcte 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 Agrccment, including, any of
<br />the events of`default, Department shall provide notice to Grantee and an opporttmity 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 perforin within the time provided, Grantcc 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 />15. Events of Default.
<br />Provided such failure is not the fault of Department or outside the reasonable control of Grantcc, the following non-
<br />exclusive list ot7events, acts, or omissions, shall constitute events ofdefault:
<br />a. The commitment of any material breach of this Agreement by Grantee, including failure to timely dehVCr a
<br />material deliverable, failure to perform the minimal level of services required fora deliverable, discontinuance of
<br />the performance of the work, failure to resume work that has been discontinued within a reasonable tinge after
<br />notice to do so, or abandonment of the Agrccment;
<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 Agrccment or having submitted any report with incorrect,
<br />incomplete, or insufficient information;
<br />d. Failure to honor any term of the Agreement;
<br />c. Failure to abide by ally statutory, regulatory, or licensing requirement, including an entry of an order revoking
<br />the certificate of authority granted to the Granteee by a state or other licensing authority;
<br />1'. Failure to pay any and all entities, individuals, and furnishing labor or materials, or faiturc to make payment to
<br />any other entities as required by this Agreement;
<br />Attachment 1
<br />6oi'13
<br />Rev. 8/8/2023
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