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this Agreement prior to the effective date of termination which shall be the date stated in the <br /> written termination notice provided to Grantee. Any refunds due the Department shall be <br /> submitted in accordance with the provisions of Section 5.3(B)hereof. <br /> For Cause If the Department determines that the Grantee has failed to comply with any of the <br /> covenants,terms,conditions or provisions of this Agreement,or any other application,proposal or <br /> grant award executed by the Department and the Grantee, including any applicable rules or <br /> regulations, or has made a false representation or warranty in connection with the receipt of the <br /> grant, the Department may terminate this Agreement in whole or in part at any time before the <br /> expiration date of this Agreement. The Department shall notify the Grantee in writing of the <br /> reasons for the termination and the effective date of the termination. Grantee shall not incur any <br /> costs after the effective date of the termination. Payments made to the Grantee or recovery by the <br /> Department shall be in accord with the legal rights and liabilities of the parties. <br /> In the event of termination for cause, Grantee shall also be subject to any other applicable <br /> provisions specified elsewhere in this Agreement. <br /> Termination for cause may render the Grantee ineligible for consideration for future grants from <br /> the Department for a period not to exceed two(2)years. <br /> (3) For Convenience The Grantee acknowledges that this grant was made by the Department based <br /> on its determination that the activities to be funded under this Agreement are in furtherance of <br /> either the Department's statutory requirements or its program objectives. The Grantee further <br /> acknowledges that the Department may unilaterally terminate this Agreement based on its good <br /> faith determination that the continued expenditure of Grant Funds under this Agreement is no <br /> longer in furtherance of said statutory requirements or program objectives. Termination for <br /> convenience shall be effective upon delivery of notice to Grantee pursuant to Section 5.10(F) <br /> hereof. The Grantee shall not incur new obligations after the effective date of the termination,and <br /> shall cancel as many outstanding obligations as possible. The Department shall allow full credit to <br /> the Grantee for properly incurred expenditures made in connection with the Grant in accordance <br /> with the provisions of Budget (Part I) and Scope of Work (Part II). Grant refunds shall be <br /> submitted in accordance with the provisions of Section 5.3(B)hereof. <br /> B. Suspension If the Grantee fails to comply with the specific conditions and/or general terms and <br /> conditions of this Agreement, the Department may, upon written notice to the Grantee, suspend this <br /> Agreement, withhold further payments and prohibit the Grantee from incurring additional obligations <br /> of Grant Funds, pending corrective action by the Grantee or a decision to terminate this Agreement <br /> The Department may determine to allow such necessary and proper costs,which the Grantee could not <br /> reasonably avoid during the period of suspension provided that the Department agrees that such costs <br /> were necessary and reasonable and incurred in accordance with the provisions of this Agreement. <br /> 5.6 INDEMNIFICATION <br /> A. Non-Governmental Entities The Grantee agrees to assume all risk of loss and to indemnify and hold <br /> the State, its officers, agents and employees, harmless from and against any and all liabilities, <br /> demands, claims, suits, losses, damages, causes of action, fines or judgments including costs, <br /> attorneys' and witnesses' fees, and expenses incident thereto, relating to bodily injuries to persons <br /> (including death) and for loss of, damage to, or destruction of real and/or tangible personal property <br /> (including property of the State) resulting from the negligence or misconduct of Grantee, its <br /> employees, agents, or subcontractors or subgrantees in the performance of this Agreement. Grantee <br /> shall do nothing to prejudice the State's right to recover against third parties for any loss,destruction or <br /> damage to State property and shall, at the State's request and expense, furnish to the State reasonable <br /> assistance and cooperation including assistance in the prosecution of suit and the execution of <br /> instruments of assignment in favor of the State in obtaining recovery. <br /> Page 20 Grant Number 15-203002 <br />