Common use of Remedies for Non-Compliance Clause in Contracts

Remedies for Non-Compliance. If DFA determines that the grantee materially fails to comply with any term of this grant agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of award, or any other applicable requirement, DFA, in its sole discretion may take actions including: Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement action by DFA; Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; Disallowing claims for reimbursement; Wholly or partially suspending or terminating this grant; Requiring return or offset of previous reimbursements; Prohibiting the grantee from applying for or receiving additional funds for other grant programs administered by DFA until repayment to DFA is made and any other compliance or audit finding is satisfactorily resolved; Reducing the grant award maximum liability of DFA; Terminating this Grant Agreement; Imposing a corrective action plan; Withholding further awards; or Taking other remedies or appropriate actions. The grantee costs resulting from obligations incurred during a suspension or after termination of this grant are not allowable unless DFA expressly authorizes them in the notice of suspension or termination or subsequently. DFA, at its sole discretion, may impose sanctions without first requiring a corrective action plan. By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then DFA may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DFA under this grant agreement and applicable law. False statements or claims made in connection with DFA grants may result in fines, imprisonment, and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties. The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee understands that Office of Governor does not tolerate any type of fraud, waste, or misuse of funds received from DFA. DFA’s policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, DFA policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. The grantee understands and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DFA that is made against the grantee, the grantee is required to immediately notify DFA of said allegation or finding and to continue to inform DFA of the status of any such on-going, investigations. The grantee must also promptly refer to DFA any credible evidence that a principal, employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify DFA in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify DFA in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to DFA. DFA may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty against DFA, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term, condition or provision of this Grant Agreement, DFA may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination, and if no effective date is specified, the effective date will be the date of the notification. DFA and grantee may mutually agree to terminate this Grant Agreement. DFA in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and 2 C.F.R. 200.338 – 200.342. Following termination by DFA, grantee shall continue to be obligated to DFA for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, DFA’s obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by DFA in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement that is expressly stated to survive any such termination expiration.

Remedies for Non-Compliance. If DFA the State determines that the grantee materially Grantee fails to comply with any term of this grant agreementGrant Agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of awardfunding announcement, or any other applicable requirement, DFAthe State, in its sole discretion discretion, may take actions including: : 1. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement imposing a corrective action plan intended to bring the Grantee into compliance with this Grant Agreement. A corrective action plan shall be a compulsory set of actions mandated by DFA; OPB that will ensure the Grantee will take certain actions to bring it into compliance with the terms of this Grant Agreement. If the Grantee fails to complete any imposed corrective action plan within 60 days, OPB reserves the right to require the Grantee to return any previous Grant fund reimbursements in a manner and timeframe as determined by OPB; 2. Requiring the Grantee to return or offset previous reimbursements to OPB in a manner and timeframe as determined by OPB. By entering into this Grant Agreement, Xxxxxxx specifically accepts and acknowledges that any noncompliance with the terms of this Grant Agreement shall entitle the State to implement this remedy, regardless of whether or not the previous reimbursements were made for allowable costs; 3. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; ; 4. Disallowing claims for reimbursement; ; 5. Wholly or partially suspending or terminating this grant; Requiring return or offset of previous reimbursements; the Grant; 6. Prohibiting the grantee Grantee from applying for or receiving additional funds for other grant programs administered by DFA the State until repayment to DFA OPB is made and any other compliance or audit finding is satisfactorily resolved; Reducing the grant award maximum liability of DFA; Terminating this Grant Agreement; Imposing a corrective action plan; Withholding further awards; or or 7. Taking other remedies or appropriate actionsactions as determined solely by OPB. The grantee If OPB elects to implement whole or partial suspension or termination of the Grantee’s Grant in accordance with this Section of the Grant Agreement, the Grantee’s costs resulting from obligations Xxxxx eligible expenditures incurred during a any such suspension or after termination of this grant the Grant are not allowable costs unless DFA OPB expressly authorizes them either in the notice of suspension or termination or subsequently. DFAOPB, at its sole discretion, may impose sanctions any of the remedies enumerated in this section without first requiring a corrective action plan. By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then DFA may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DFA under this grant agreement and applicable law. False statements or claims made in connection with DFA grants may result in fines, imprisonment, and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties. The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee understands that Office of Governor does not tolerate any type of fraud, waste, or misuse of funds received from DFA. DFA’s policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, DFA policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. The grantee understands Grantee acknowledges and agrees that misuse of award funds may result in a range of penalties, including suspension of current the State has the rights and future funds, suspension or debarment from federal remedies stated above and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DFA that is made against the grantee, the grantee is required to immediately notify DFA of said allegation or finding and to continue to inform DFA of the status of any such on-going, investigations. The grantee must also promptly refer to DFA any credible evidence that a principal, employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify DFA in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify DFA in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to DFA. DFA may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty against DFA, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term, condition or provision of this Grant Agreement, DFA may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination, and if no effective date is specified, the effective date will be the date of the notification. DFA and grantee may mutually agree to terminate this Grant Agreement. DFA in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and 2 C.F.R. 200.338 – 200.342. Following termination by DFA, grantee shall continue to be obligated to DFA for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, DFA’s obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by DFA in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement which are fair and reasonable, and further acknowledges and agrees that is expressly stated no action taken by the State to survive assert or enforce any such termination expirationof these rights or remedies shall excuse the Grantee from performance of its obligations under this Agreement. To the extent allowed by law, the Grantee waives any claims to dismiss obligations to pay the State for amounts owed due to non-compliance stemming from the Grantee’s actions to dissolve, become insolvent, seek bankruptcy protection, or exercise other actions appearing to affect its ability to pay.

Remedies for Non-Compliance. If DFA the State determines that the grantee materially Grantee fails to comply with any term of this grant agreementGrant Agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of awardfunding announcement, or any other applicable requirement, DFAthe State, in its sole discretion discretion, may take actions including: : 1. Imposing sanctions; 2. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement imposing a corrective action plan intended to bring the Grantee into compliance with this Grant Agreement. A corrective action plan shall be a compulsory set of actions mandated by DFA; OPB that will ensure the Grantee will take certain actions to bring it into compliance with the terms of this Grant Agreement. If the Grantee fails to complete any imposed corrective action plan within 60 days, OPB reserves the right to require the Grantee to return any previous Grant fund reimbursements in a manner and timeframe as determined by OPB; 3. Requiring the Grantee to return or offset previous reimbursements to OPB in a manner and timeframe as determined by OPB. By entering into this Grant Agreement, Grantee specifically accepts and acknowledges that any noncompliance with the terms of this Grant Agreement shall entitle the State to implement this remedy, regardless of whether or not the previous reimbursements were made for allowable costs; 4. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; ; 5. Disallowing claims for reimbursement; ; 6. Wholly or partially suspending or terminating this grant; Requiring return or offset of previous reimbursements; the Grant; 7. Prohibiting the grantee Grantee from applying for or receiving additional funds for other grant programs administered by DFA the State until repayment to DFA OPB is made and any other compliance or audit finding is satisfactorily resolved; Reducing the grant award maximum liability of DFA; Terminating this Grant Agreement; Imposing a corrective action plan; Withholding further awards; or or 8. Taking other remedies or appropriate actions. The grantee If OPB elects to implement whole or partial suspension or termination of the Grantee’s Grant in accordance with this Section of the Grant Agreement, the Grantee’s costs resulting from obligations Grant eligible expenditures incurred during a any such suspension or after termination of this grant the Grant are not allowable costs unless DFA OPB expressly authorizes them either in the notice of suspension or termination or subsequently. DFAThe State, at its sole discretion, may impose sanctions without first requiring a corrective action plan. By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then DFA may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DFA under this grant agreement and applicable law. False statements or claims made in connection with DFA grants may result in fines, imprisonment, and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties. The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee understands that Office of Governor does not tolerate any type of fraud, waste, or misuse of funds received from DFA. DFA’s policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, DFA policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. The grantee understands Grantee acknowledges and agrees that misuse of award funds may result in a range of penalties, including suspension of current the State has the rights and future funds, suspension or debarment from federal remedies stated above and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DFA that is made against the grantee, the grantee is required to immediately notify DFA of said allegation or finding and to continue to inform DFA of the status of any such on-going, investigations. The grantee must also promptly refer to DFA any credible evidence that a principal, employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify DFA in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify DFA in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to DFA. DFA may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty against DFA, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term, condition or provision of this Grant Agreement, DFA may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination, and if no effective date is specified, the effective date will be the date of the notification. DFA and grantee may mutually agree to terminate this Grant Agreement. DFA in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and 2 C.F.R. 200.338 – 200.342. Following termination by DFA, grantee shall continue to be obligated to DFA for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, DFA’s obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by DFA in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement which are fair and reasonable, and further acknowledges and agrees that is expressly stated no action taken by the State to survive assert or enforce any such termination expirationof these rights or remedies shall excuse the Grantee from performance of its obligations under this Agreement. To the extent allowed by law, the Grantee waives any claims to dismiss obligations to pay the State for amounts owed due to non-compliance stemming from the Grantee’s actions to dissolve, become insolvent, seek bankruptcy protection, or exercise other actions appearing to affect its ability to pay.

Remedies for Non-Compliance. If DFA the State determines that the grantee materially Grantee fails to comply with any term of this grant agreementGrant Agreement, whether stated in a federal or state statute or regulation, an assurance, in a state plan or application, a notice of award, or any other applicable requirement, DFAthe State, in its sole discretion discretion, may take actions including: : 1. Imposing sanctions; 2. Temporarily withholding cash payments pending correction of the deficiency or more severe enforcement imposing a corrective action plan intended to bring the Grantee into compliance with this Grant Agreement. A corrective action plan shall be a compulsory set of actions mandated by DFA; OPB that will ensure the Grantee will take certain actions to bring its jurisdiction into compliance with the terms of this Grant Agreement. If the Grantee fails to complete any imposed corrective action plan within 60 days, OPB reserves the right to require the Grantee to return any previous Grant fund payments or reimbursements in a manner and timeframe as determined by OPB; 3. Requiring the Grantee to return or offset previous payments or reimbursements to OPB in a manner and timeframe as determined by OPB. By entering into this Grant Agreement Grantee specifically accepts and acknowledges that any noncompliance with the terms of this Grant Agreement shall entitle the State to implement this remedy, regardless of whether or not the previous payments or reimbursements were made for allowable costs; 4. Disallowing or denying use of funds for all or part of the cost of the activity or action not in compliance; ; 5. Disallowing claims for reimbursement; ; 6. Wholly or partially suspending or terminating this grant; Requiring return or offset of previous reimbursements; the Grant; 7. Prohibiting the grantee Grantee from applying for or receiving additional funds for other grant programs administered by DFA the State until repayment to DFA OPB is made and any other compliance or audit finding is satisfactorily resolved; ; 8. Reducing the grant Grant award maximum liability of DFAthe state; Terminating this Grant Agreement; Imposing a corrective action plan; Withholding further awards; or or 9. Taking other remedies or appropriate actions. The grantee If OPB elects to implement whole or partial suspension or termination of the Grantee’s Grant in accordance with this Section of the Grant Agreement, the Grantee’s costs resulting from obligations Grant eligible expenditures incurred during a any such suspension or after termination of this grant the Grant are not allowable costs unless DFA OPB expressly authorizes them either in the notice of suspension or termination or subsequently. DFAThe State, at its sole discretion, may impose sanctions without first requiring a corrective action plan. By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then DFA may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DFA under this grant agreement and applicable law. False statements or claims made in connection with DFA grants may result in fines, imprisonment, and debarment from participating in federal grants or contract, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties. The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee understands that Office of Governor does not tolerate any type of fraud, waste, or misuse of funds received from DFA. DFA’s policy is to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any violations of law, DFA policies, or standards of ethical conduct will be investigated, and appropriate actions will be taken. The grantee understands Grantee acknowledges and agrees that misuse of award funds may result in a range of penalties, including suspension of current the State has the rights and future funds, suspension or debarment from federal remedies stated above and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DFA that is made against the grantee, the grantee is required to immediately notify DFA of said allegation or finding and to continue to inform DFA of the status of any such on-going, investigations. The grantee must also promptly refer to DFA any credible evidence that a principal, employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify DFA in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify DFA in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to DFA. DFA may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty against DFA, upon written notice to grantee. In the event grantee fails to perform or comply with an obligation or a term, condition or provision of this Grant Agreement, DFA may, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date of such termination, and if no effective date is specified, the effective date will be the date of the notification. DFA and grantee may mutually agree to terminate this Grant Agreement. DFA in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and 2 C.F.R. 200.338 – 200.342. Following termination by DFA, grantee shall continue to be obligated to DFA for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, DFA’s obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by DFA in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Agreement which are fair and reasonable and further acknowledges and agrees that is expressly stated no action taken by the State to survive assert or enforce any such termination expirationof these rights or remedies shall excuse the Grantee from performance of its obligations under this Agreement.

Remedies for Non-Compliance. If DFA 1. Nothing in this E-Rate Compliance Agreement is intended to alter the E-Rate Program Rules or USAC’s existing procedures with respect to them. In addition, compliance with the terms of this Agreement does not constitute a defense in any civil, criminal, or administrative proceeding against HP brought by or on behalf of any federal or state governmental entities or any E-Rate applicant (e.g., any qui tam litigation) alleging violations of the E-Rate Program Rules, including applicable state or federal fraud, conspiracy, or antitrust laws as applied to the E-Rate Program; provided, however, that HP may, in response to any such claim or proceeding, present evidence or otherwise describe its efforts to comply with E-Rate Program Rules, whether or not such efforts were taken in connection with this Compliance Agreement. Notwithstanding the foregoing, nothing in this agreement is intended to limit HP’s ability to assert compliance with the terms of this agreement as a defense in any personnel or contract dispute not covered by the preceding sentence. HP’s compliance with the terms of the Compliance Agreement shall not limit the investigation of any alleged violations of E-Rate Program Rules by the FCC, USAC, or any associated enforcement activity. (a) The Parties expressly acknowledge and agree that if the FCC determines that the grantee there is any failure to materially fails to comply with any term of this grant agreementE-Rate Compliance Agreement (other than a violation of E-Rate Program Rules, whether stated which is separately addressed in a federal subsection (b)), USAC may suspend action on some or state statute all of HP’s pending payment requests, and withhold payment from HP, until HP demonstrates to the satisfaction of USAC and the FCC that the non-compliance has been remedied. USAC may act under this section only upon the direction of the FCC. USAC or regulationthe FCC, an assuranceas appropriate, shall notify HP of any actions taken under this section and the grounds therefore. Any action taken under this section is without prejudice to the FCC’s application of administrative remedies pursuant to the Communications Act of 1934, as reserved herein. (b) If there is non-compliance with any E-Rate Program Rule, USAC shall take action pursuant to its normal processing procedures, in a state plan or application, a notice of award, or any other applicable requirement, DFA, accordance with FCC rules and orders and USAC procedures. Any such actions taken by USAC may be appealed as provided by E-Rate Program rules as set forth in its sole discretion 47 CFR §§ 54.719 through 54.722. (c) The FCC and USAC may take such other additional enforcement actions including: Temporarily withholding cash payments pending correction or impose such additional penalties as may otherwise be permitted under applicable law. (a) If a suspension of processing or payment occurs under section 2(a) of this Part due to material non-compliance with the specific terms of this Compliance Agreement (other than a violation of E-Rate Program Rules), HP may appeal such suspension by filing an appeal with the FCC Wireline Competition Bureau (“FCC-WCB”) within thirty (30) calendar days. For purposes of this subparagraph, the computation of time shall be as set forth in 47 C.F.R. § 1.4 and the procedures in 47 CFR §§ 54.721 and 54.722 shall be applicable to such appeals. The decision of the deficiency or more severe enforcement action by DFA; Disallowing or denying use of funds for all or part of FCC-WCB may thereafter be appealed to the cost of full Commission. If the activity or action not in compliance; Disallowing claims for reimbursement; Wholly or partially suspending or terminating this grant; Requiring return or offset of previous reimbursements; Prohibiting Commission affirms any such suspension, HP agrees that any such determination and the grantee from applying for or receiving additional funds for other grant programs administered by DFA until repayment to DFA is made and any other compliance or audit finding is satisfactorily resolved; Reducing the grant award maximum liability of DFA; Terminating this Grant Agreement; Imposing a corrective action plan; Withholding further awards; or Taking other remedies or appropriate actions. The grantee costs resulting from obligations incurred during a suspension or after termination denial of this grant are not allowable unless DFA expressly authorizes them in the notice of suspension or termination or subsequently. DFA, at its sole discretion, may impose sanctions without first requiring a corrective action plan. By acceptance of this grant agreement, the grantee makes all the statements, representations, warranties, guarantees, certifications and affirmations included in this grant agreement. If applicable, the grantee will comply with the requirements of 31 USC § 3729, which set forth that no grantee of federal payments shall submit a false claim for payment. If any of the statements, representations, certifications, affirmations, warranties, or guarantees are false or if the grantee signs or executes the grant agreement with a false statement or it is subsequently determined that the grantee has violated any of the statements, representations, warranties, guarantees, certifications or affirmations included in this grant agreement, then DFA may consider this act a possible default under this grant agreement and may terminate or void this grant agreement for cause and pursue other remedies available to DFA under this grant agreement and applicable law. False statements or claims made payment in connection with DFA grants may result in finessuch suspension shall not be subject to further administrative appeal at USAC or the FCC. (b) If the Commission affirms any suspension of payment under subsection (a) of this section, imprisonmentHP agrees to withdraw, relinquish, and debarment from participating cancel any payment requests consistent with any orders of the FCC (or FCC-WCB, if no appeal is made to the full Commission) to the extent permissible under applicable E-Rate Program Rules. If cancellation is not viable, due to previous payments having been made, HP agrees that the amount of the payment subject to suspension shall be offset against any future payments made to it by USAC. 4. HP may seek extensions of any deadline imposed by this Compliance Agreement by a request in federal grants or contractwriting to the FCC, and/or other remedy available by law, potentially including the provisions of 38 USC §§ 3801-3812, which details the administrative remedies for false claims and statements made. The grantee will establish safeguards to prohibit its employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain, whether for themselves or others, particularly those with whom they have family, business, or other ties. The grantee will operate with complete independence and objectivity without actual, potential, or apparent conflict of interest with respect to its performance under this Grant Agreement. The grantee understands that Office of Governor does General Counsel or Wireline Competition Bureau, at least five (5) business days before the deadline date with an explanation of the reason for the requested extension. Such an extension request may be granted or not tolerate any type in the sole discretion of fraudthe FCC. If the FCC grants an extension, waste, then HP must satisfy the new deadline or misuse of funds received from DFA. DFA’s policy is be deemed in material non-compliance. (a) The FCC reserves its right to promote consistent, legal, and ethical organizational behavior, by assigning responsibilities and providing guidelines to enforce controls. Any pursue violations of law, DFA policies, or standards the terms of ethical conduct will be investigated, this Compliance Agreement and appropriate actions will be takenof the E-Rate Program consistent with its authority under the Communications Act of 1934. The grantee understands HP acknowledges and agrees that misuse of award funds may result in a range of penalties, including suspension of current and future funds, suspension or debarment from federal and state grants, recoupment of monies provided under an award, and civil and/or criminal penalties. In the event grantee becomes aware of any allegation or a finding of fraud, waste, or misuse of funds received from DFA that is made against the grantee, the grantee is required to immediately notify DFA of said allegation or finding and to continue to inform DFA of the status of any such on-going, investigations. The grantee must also promptly refer to DFA any credible evidence that a principal, employee, agent, grantee, contractor, subcontractor, or other person has -- (1) submitted a claim for award funds that violates the False Claims Act; or (2) committed a criminal or civil violation of laws pertaining to fraud, conflict of interest, bribery, gratuity, or similar misconduct involving award funds. Grantees must also immediately notify DFA in writing of any misappropriation of funds, fraud, theft, embezzlement, forgery, or any other serious irregularities indicating noncompliance with grant requirements. Grantees must notify the local prosecutor's office of any possible criminal violations. Grantees must immediately notify DFA in writing if a project or project personnel become involved in any litigation, whether civil or criminal, and the grantee must immediately forward a copy of any demand, notices, subpoenas, lawsuits, or indictments to DFA. DFA may, at its sole discretion, terminate this Grant Agreement, without recourse, liability or penalty against DFA, upon written notice to grantee. In the event grantee HP fails to perform or materially comply with an obligation or a term, condition or any provision of this Grant Compliance Agreement, DFA maythe FCC may treat such non- compliance in the same manner as the failure to comply with a rule promulgated by the FCC, upon written notice to grantee, terminate this agreement for cause, without further notice or opportunity to cure. Such notification of Termination for Cause will state the effective date as well as avail itself of such termination, and if no effective date is specified, the effective date will other remedies as may be the date of the notification. DFA and grantee may mutually agree to terminate this Grant Agreement. DFA in its sole discretion will determine if, as part of the agreed termination, grantee is required to return any or all of the disbursed grant funds. Termination is not an exclusive remedy, but will be in addition to any other rights and remedies provided in equity, by law, or under this Grant Agreement, including those remedies listed at 2 C.F.R. 200.207 and 2 C.F.R. 200.338 – 200.342. Following termination by DFA, grantee shall continue to be obligated to DFA for the return of grant funds in accordance with applicable provisions of this Grant Agreement. In the event of termination under this Section, DFA’s obligation to reimburse grantee is limited to allowable costs incurred and paid by the grantee prior to the effective date of termination, and any allowable costs determined by DFA in its sole discretion to be reasonable and necessary to cost-effectively wind up the grant. Termination of this Grant Agreement for any reason or expiration of this Grant Agreement shall not release the Parties from any liability or obligation set forth in this Grant Compliance Agreement. The Parties agree that this Compliance Agreement that is expressly stated deemed to survive satisfy the requirements of the Citation provisions under sections 503(b)(5)(A) and (B) of the Communications Act of 1934, 47 U.S.C. §§ 503(b)(5)(A) and (B). Any action taken under sections 2 or 3 of this Part is without prejudice to the FCC’s application of administrative remedies pursuant to the Communications Act of 1934, as reserved by this section. (b) In making a determination as to the materiality of any HP non-compliance with a term of this Compliance Agreement where such termination expirationnon-compliance does not constitute a violation of the E-Rate Program Rules or a failure to meet the deadlines set forth herein, the FCC may consider any information HP may provide regarding its efforts to remedy such non-compliance.