Common use of SUSPENSION AND TERMINATION, BREACH AND DEFAULT Clause in Contracts

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) calendar days written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision of Section A, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE if: 1. ODJFS loses funding as described in ARTICLE III; 2. ODJFS discovers any illegal conduct by GRANTEE; or 3. GRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLE. D. GRANTEE, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activities; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, that describes the status of all Grant activities and includes the results accomplished and the conclusions reached through Grant activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 5. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLE, ODJFS will, upon receipt of a proper invoice from GRANTEE, determine the amount of any unpaid Grant funds due to GRANTEE for Grant activities performed before GRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further claims submitted by GRANTEE. F. Upon GRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) calendar days written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision of Section A, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE if: 1. ODJFS loses funding as described in ARTICLE III, Section F; 2. ODJFS discovers any illegal conduct by GRANTEEXXXXXXX; or 3. GRANTEE XXXXXXX has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLE. D. GRANTEEX. XXXXXXX, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activities; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, that describes the status of all Grant activities and includes the results accomplished and the conclusions reached through Grant activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 54. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLEARTICLE IV, ODJFS will, upon receipt of a proper invoice from GRANTEE, determine the amount of any unpaid Grant funds due to GRANTEE for Grant activities performed before GRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFSXXXXX. ODJFS will not be liable for any further claims submitted by GRANTEEXXXXXXX. F. Upon GRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) calendar days written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision of Section A, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE if: 1. ODJFS loses funding as described in ARTICLE III, Section F; 2. ODJFS discovers any illegal conduct by GRANTEE; or 3. GRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLE. D. GRANTEE, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activities; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, that describes the status of all Grant activities and includes the results accomplished and the conclusions reached through Grant activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 54. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLEARTICLE IV, ODJFS will, upon receipt of a proper invoice from GRANTEE, determine the amount of any unpaid Grant funds due to GRANTEE for Grant activities performed before GRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further claims submitted by GRANTEE. F. Upon GRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE IIIII, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) a 30 calendar days day written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFSODM, this Agreement may be suspended. C. Notwithstanding the provision of Section AA or B, above, ODJFS ODM may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE SUBGRANTEE if: 1. ODJFS XXX loses funding as described in ARTICLE IIIIV; 2. ODJFS XXX discovers any illegal conduct by GRANTEESUBGRANTEE; or 3. GRANTEE SUBGRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLEXI. D. GRANTEESUBGRANTEE, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant Subgrant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant Subgrant activities; 3. Prepare and furnish a report to ODJFSODM, as of the date the notice of termination or suspension was received, that describes the status and percentage of completion of all Grant Subgrant activities and includes the results accomplished and the conclusions reached through Grant Subgrant activities; 4. Return Deliver, or return as prescribed by XXX, all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFSODM, and copies of deliver any and all materials or work produced under or pertaining to this GrantAgreement whether completed or not; and 5. Perform any other tasks ODJFS ODM requires. E. In the event of suspension or termination under Sections A or B of this ARTICLEArticle, ODJFS ODM will, upon receipt of a proper invoice from GRANTEESUBGRANTEE, determine the amount of any unpaid Grant Subgrant funds due to GRANTEE SUBGRANTEE for Grant Subgrant activities performed before GRANTEE SUBGRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEESUBGRANTEE, ODJFS ODM will base its calculations on the payment method described in ARTICLE III IV and any funds previously paid by or on behalf of ODJFSODM. ODJFS ODM will not be liable for any further claims submitted by GRANTEESUBGRANTEE. F. Upon GRANTEESUBGRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS ODM reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS ODM of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS ODM or GRANTEE SUBGRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS ODM will not be effective unless it is in writing signed by the ODJFS ODM Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) 30 calendar days written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEEGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision provisions of Section ASections A or B, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE if: 1. ODJFS loses funding as described in ARTICLE III; 2. ODJFS discovers any illegal conduct by GRANTEEXXXXXXX; or 3. GRANTEE XXXXXXX has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR GRANTEE to any rights or remedies described in Section E of this ARTICLE. D. GRANTEE, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activities; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, that describes the status of all Grant activities and includes the results accomplished and the conclusions reached through Grant activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 5. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLE, ODJFS will, upon receipt of a proper invoice from GRANTEE, determine the amount of any unpaid Grant funds due to GRANTEE for Grant activities performed before GRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further claims submitted by GRANTEEXXXXXXX. F. Upon GRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (a 30) -calendar days day written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision provisions of Section ASections A or B, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE SUBGRANTEE if: 1. ODJFS loses funding as described in ARTICLE III; 2. ODJFS discovers any illegal conduct by GRANTEESUBGRANTEE; or 3. GRANTEE SUBGRANTEE has violated any provision of ARTICLE VIIIIX. Suspension or termination under this provision shall not entitle CONTRACTOR SUBGRANTEE to any rights or remedies described in Section E of this ARTICLE. D. GRANTEESUBGRANTEE, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant Subgrant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activitiesSubgrant activities and refusing any additional orders; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, ODJFS that describes the status and percentage of completion of all Grant Subgrant activities and includes the results accomplished and the conclusions reached through Grant Subgrant activities; 4. Return Deliver all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of deliver any and all materials or work produced under or pertaining to this GrantAgreement whether completed or not; and 5. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLE, ODJFS will, upon receipt of a proper invoice from GRANTEESUBGRANTEE, determine the amount of any unpaid Grant Subgrant funds due to GRANTEE SUBGRANTEE for Grant Subgrant activities performed before GRANTEE SUBGRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEESUBGRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further invoice claims submitted by GRANTEESUBGRANTEE. F. Upon GRANTEESUBGRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies remedy available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE SUBGRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) calendar days written notice to the other partyparties, either party GOFBCI, ODJFS, or GRANTEE may terminate this Grant Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. B. Notwithstanding the provision of ARTICLE IV, Section A, above, GOFBCI or ODJFS may suspend or terminate this Grant Agreement immediately upon delivery of a written notice to GRANTEE if: 1. GOFBCI or ODJFS loses funding as described in ARTICLE III, Section E; 2. GOFBCI or ODJFS discovers any illegal conduct by on the part of GRANTEE; or 3. GRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLE. D. C. GRANTEE, upon receiving receipt of a notice of suspension or termination, willwill do all of the following: 1. Cease the performance of the suspended or terminated activities under this Grant activitiesAgreement; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activities; 3. Prepare and furnish to GOFBCI a report to ODJFSreport, as of the date the notice of termination or suspension was received, that describes describing the status of all activities pursuant to this Grant activities and includes Agreement including the results accomplished and the conclusions reached through Grant from the activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 54. Perform any other tasks GOFBCI or ODJFS requiresmay require. E. D. In the event of suspension or termination under Sections A or B of this ARTICLEARTICLE IV, ODJFS will, and upon receipt of a proper invoice from GRANTEE, GOFBCI and ODJFS will determine the amount of any unpaid Grant funds due to GRANTEE for Grant activities performed before GRANTEE received prior to GRANTEE’s receipt of the notice of termination or suspension. In order to determine suspension based on calculations of the amount due to GRANTEE, ODJFS will base its calculations on the payment method described payments set forth in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further claims submitted by GRANTEE. F. E. Upon GRANTEE’s breach or default by GRANTEE of any of the provisions, obligations, obligations or duties embodied in this Agreement or any term of an awardGrant Agreement, a federal statute or regulationGOFBCI, an assurance, a State plan or application, a notice of award, or other applicable rule, and ODJFS reserves the right to may exercise any administrative, contractual, equitable, or legal remedies available available, without limitation. Any The waiver by GOFBCI or ODJFS of an any occurrence of breach or default is not a waiver of subsequent occurrences, and GOFBCI and ODJFS retain the right to exercise all of the remedies herein above mentioned. If GOFBCI or ODJFS or GRANTEE fails to perform any obligation under this Grant Agreement and thereafter such failure is waived by the other party subsequently waives the failureparty, the such waiver will be limited to that the particular occurrence of a failure so waived and will not be deemed to waive other failures that may occurhereunder. Waiver by GOFBCI or ODJFS will not be effective unless it is in writing signed by the GOFBCI and the ODJFS DirectorDirectors.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE IIIII, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) a 30 calendar days day written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFSODM, this Agreement may be suspended. C. Notwithstanding the provision of Section AA or B, above, ODJFS ODM may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE SUBGRANTEE if: 1. ODJFS XXX loses funding as described in ARTICLE IIIIV; 2. ODJFS XXX discovers any illegal conduct by GRANTEESUBGRANTEE; or 3. GRANTEE SUBGRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLEXI. D. GRANTEEX. XXXXXXXXXX, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant Subgrant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant Subgrant activities; 3. Prepare and furnish a report to ODJFSODM, as of the date the notice of termination or suspension was received, that describes the status and percentage of completion of all Grant Subgrant activities and includes the results accomplished and the conclusions reached through Grant Subgrant activities; 4. Return Deliver, or return as prescribed by XXX, all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFSODM, and copies of deliver any and all materials or work produced under or pertaining to this GrantAgreement whether completed or not; and 5. Perform any other tasks ODJFS ODM requires. E. In the event of suspension or termination under Sections A or B of this ARTICLEArticle, ODJFS ODM will, upon receipt of a proper invoice from GRANTEESUBGRANTEE, determine the amount of any unpaid Grant Subgrant funds due to GRANTEE SUBGRANTEE for Grant Subgrant activities performed before GRANTEE SUBGRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEESUBGRANTEE, ODJFS ODM will base its calculations on the payment method described in ARTICLE III IV and any funds previously paid by or on behalf of ODJFSODM. ODJFS ODM will not be liable for any further claims submitted by GRANTEESUBGRANTEE. F. Upon GRANTEESUBGRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS ODM reserves the right to exercise any administrative, contractual, equitable, or legal remedies available without limitation. Any waiver by ODJFS ODM of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS ODM or GRANTEE SUBGRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS ODM will not be effective unless it is in writing signed by the ODJFS ODM Director.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (30) calendar days written notice to the other partyparties, either party GOFBCI, ODJFS, or SUBGRANTEE may terminate this Subgrant Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. B. Notwithstanding the provision of ARTICLE V, Section A, above, GOFBCI or ODJFS may suspend or terminate this Subgrant Agreement immediately upon delivery of a written notice to GRANTEE SUBGRANTEE if: 1. GOFBCI or ODJFS loses funding as described in ARTICLE III, Section F; 2. GOFBCI or ODJFS discovers any illegal conduct by GRANTEEon the part of SUBGRANTEE; or 3. GRANTEE SUBGRANTEE has violated any provision of ARTICLE VIII. Suspension or termination under this provision shall not entitle CONTRACTOR to any rights or remedies described in Section E of this ARTICLEIX. D. GRANTEEC. SUBGRANTEE, upon receiving receipt of a notice of suspension or termination, willwill do all of the following: 1. Cease performance of the all suspended or terminated Grant activitiesactivities under this Subgrant Agreement; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants subgrant agreements related to suspended or terminated Grant activities; 3. Prepare and furnish to GOFBCI a report to ODJFSreport, as of the date the SUBGRANTEE received notice of termination or suspension was receivedsuspension, that describes the status of all Grant Subgrant activities and includes details of all Subgrant activities performed and the results accomplished and the conclusions reached through Grant of those activities; 4. Return all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of all materials produced under or pertaining to this Grant; and 54. Perform any other tasks GOFBCI or ODJFS requiresmay require. E. D. In the event of suspension or termination under Sections A or B of this ARTICLEARTICLE V, ODJFS will, and upon receipt of a proper invoice from GRANTEESUBGRANTEE, GOFBCI and ODJFS will determine the amount of any unpaid Grant Subgrant funds due to GRANTEE SUBGRANTEE for Grant activities performed before GRANTEE received prior to SUBGRANTEE’s receipt of notice of termination or suspension. In order to determine suspension based on calculations of the amount due to GRANTEE, ODJFS will base its calculations on the payment method described payments set forth in ARTICLE III and in consideration of any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further claims submitted by GRANTEESUBGRANTEE. F. E. Upon GRANTEE’s breach or default by SUBGRANTEE of any of the provisions, obligations, obligations or duties embodied in this Agreement or any term of an awardSubgrant Agreement, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, GOFBCI and ODJFS reserves the right to may exercise any administrative, contractual, equitable, equitable or legal remedies available available, without limitation. Any A waiver by GOFBCI or ODJFS of an any occurrence of SUBGRANTEE breach or default is not a waiver of subsequent occurrences. GOFBCI and ODJFS retain the right to exercise all of the remedies mentioned in this Section E and elsewhere in this Subgrant Agreement. If ODJFS GOFBCI, ODJFS, or GRANTEE SUBGRANTEE fails to perform any obligation under this Subgrant Agreement and the failure is waived by the other party subsequently waives the failureparties, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may subsequently occur. Waiver by GOFBCI or ODJFS will not be effective unless it is in writing signed by the GOFBCI and the ODJFS DirectorDirectors.

SUSPENSION AND TERMINATION, BREACH AND DEFAULT. A. This Agreement shall automatically terminate upon expiration of the time period in ARTICLE II, or upon completion of performance, or once all of the compensation has been paid. B. Upon thirty (a 30) -calendar days day written notice to the other party, either party may terminate this Agreement. Upon written notice to SUBGRANTEE, at the sole discretion of ODJFS, this Agreement may be suspended. C. Notwithstanding the provision provisions of Section ASections A or B, above, ODJFS may suspend or terminate this Agreement immediately upon delivery of a written notice to GRANTEE SUBGRANTEE if: 1. ODJFS loses funding as described in ARTICLE III; 2. ODJFS discovers any illegal conduct by GRANTEESUBGRANTEE; or 3. GRANTEE SUBGRANTEE has violated any provision of ARTICLE VIIIIX. Suspension or termination under this provision shall not entitle CONTRACTOR SUBGRANTEE to any rights or remedies described in Section E of this ARTICLE. D. GRANTEEX. XXXXXXXXXX, upon receiving notice of suspension or termination, will: 1. Cease performance of the suspended or terminated Grant Subgrant activities; 2. Take all necessary steps to limit disbursements and minimize costs including, but not limited to, suspending or terminating all contracts and subgrants related to suspended or terminated Grant activitiesSubgrant activities and refusing any additional orders; 3. Prepare and furnish a report to ODJFS, as of the date the notice of termination or suspension was received, ODJFS that describes the status and percentage of completion of all Grant Subgrant activities and includes the results accomplished and the conclusions reached through Grant Subgrant activities; 4. Return Deliver all records in their native format relating to cost, work performed, supporting documentation for invoices submitted to ODJFS, and copies of deliver any and all materials or work produced under or pertaining to this GrantAgreement whether completed or not; and 5. Perform any other tasks ODJFS requires. E. In the event of suspension or termination under Sections A or B of this ARTICLE, ODJFS will, upon receipt of a proper invoice from GRANTEESUBGRANTEE, determine the amount of any unpaid Grant Subgrant funds due to GRANTEE SUBGRANTEE for Grant Subgrant activities performed before GRANTEE SUBGRANTEE received notice of termination or suspension. In order to determine the amount due to GRANTEESUBGRANTEE, ODJFS will base its calculations on the payment method described in ARTICLE III and any funds previously paid by or on behalf of ODJFS. ODJFS will not be liable for any further invoice claims submitted by GRANTEESUBGRANTEE. F. Upon GRANTEESUBGRANTEE’s breach or default of provisions, obligations, or duties embodied in this Agreement or any term of an award, a federal statute or regulation, an assurance, a State plan or application, a notice of award, or other applicable rule, ODJFS reserves the right to exercise any administrative, contractual, equitable, or legal remedies remedy available without limitation. Any waiver by ODJFS of an occurrence of breach or default is not a waiver of subsequent occurrences. If ODJFS or GRANTEE SUBGRANTEE fails to perform any obligation under this Agreement and the other party subsequently waives the failure, the waiver will be limited to that particular occurrence of a failure and will not be deemed to waive other failures that may occur. Waiver by ODJFS will not be effective unless it is in writing signed by the ODJFS Director.