Common use of Termination for Cause by the Agency Clause in Contracts

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by Contractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. Contractor furnished any statement, representation, warranty or certification in connection with this Contract, the RFP or the Proposal that is false, deceptive, or materially incorrect or incomplete; ii. Contractor or any of Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. Contractor or any parent or affiliate of Contractor owning a controlling interest in Contractor dissolves; iv. Contractor terminates or suspends its business; v. Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Contractor related to Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this Contract; vii. The Agency determines or believes the Contractor has engaged in conduct that: (a) has or may expose the Agency or the State to material liability, or (b) has caused or may cause a person’s life, health or safety to be jeopardized; viii. Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or Contractor misappropriates or allegedly misappropriates a trade secret; ix. Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. Any of the following has been engaged in by or occurred with respect to Contractor or any corporation, shareholder or entity having or owning a controlling interest in Contractor: a. Commencing or permitting a filing against it which is not discharged within ninety b. Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. Making an assignment for the benefit of creditors; d. Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. Taking any action to authorize any of the foregoing.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by Contractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. Contractor furnished any statement, representation, warranty or certification in connection with this Contract, the RFP or the Proposal that is false, deceptive, or materially incorrect or incomplete; ii. Contractor or any of Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. Contractor or any parent or affiliate of Contractor owning a controlling interest in Contractor dissolves; iv. Contractor terminates or suspends its business; v. Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Contractor related to Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this Contract; vii. The Agency determines or believes the Contractor has engaged in conduct that: (a) has or may expose the Agency or the State to material liability, or (b) has caused or may cause a person’s life, health or safety to be jeopardized; viii. Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or Contractor misappropriates or allegedly misappropriates a trade secret; ix. Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. Any of the following has been engaged in by or occurred with respect to Contractor or any corporation, shareholder or entity having or owning a controlling interest in Contractor: a. Commencing or permitting a filing against it which is not discharged within ninetyninety (90) days, of a case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; or filing an answer admitting the material allegations of a petition filed against it in any involuntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; or consenting to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; b. Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. Making an assignment for the benefit of creditors; d. Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. Taking any action to authorize any of the foregoing.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by Contractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. 1.6.2.1 Contractor furnished any statement, representation, warranty or certification in connection with this Contract, the RFP or the Proposal that is false, deceptive, or materially incorrect or incomplete; ii. 1.6.2.2 Contractor or any of Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. 1.6.2.3 Contractor or any parent or affiliate of Contractor owning a controlling interest in Contractor dissolves; iv. 1.6.2.4 Contractor terminates or suspends its business; v. 1.6.2.5 Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Contractor related to Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. 1.6.2.6 Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this Contract; vii. 1.6.2.7 The Agency determines or believes the Contractor has engaged in conduct that: (a) has or may expose the Agency or the State to material liability, or (b) has caused or may cause a person’s life, health or safety to be jeopardized; viii. 1.6.2.8 Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or Contractor misappropriates or allegedly misappropriates a trade secret; ix. 1.6.2.9 Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 1.6.2.10 Any of the following has been engaged in by or occurred with respect to Contractor or any corporation, shareholder or entity having or owning a controlling interest in Contractor: a. 1.6.2.10.1 Commencing or permitting a filing against it which is not discharged within ninetyninety (90) days, of a case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; or filing an answer admitting the material allegations of a petition filed against it in any involuntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; or consenting to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; b. 1.6.2.10.2 Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. 1.6.2.10.3 Making an assignment for the benefit of creditors; d. 1.6.2.10.4 Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. 1.6.2.10.5 Taking any action to authorize any of the foregoing. The Agency’s right to terminate this Contract shall be in addition to and not exclusive of other remedies available to the Agency, and the Agency shall be entitled to exercise any other rights and pursue any remedies, in law, at equity, or otherwise.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by the Contractor or any subcontractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to the Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons:Contract i. 2.5.1.1 The Contractor furnished any statement, representation, warranty warranty, or certification in connection with this Contract, the RFP Solicitation, or the Bid Proposal that is false, deceptive, or materially incorrect or incomplete; ii. 2.5.1.2 The Contractor or any of the Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. 2.5.1.3 The Contractor or any parent or affiliate of the Contractor owning a controlling interest in the Contractor dissolves; iv. 2.5.1.4 The Contractor terminates or suspends its business; v. 2.5.1.5 The Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by the Contractor related to the Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. 2.5.1.6 The Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter Chapter 8F), or local laws, rules, ordinances, regulations regulations, or orders when performing within the scope of this Contract; vii. 2.5.1.7 The Agency determines or believes the Contractor has engaged in conduct that: (a1) has or may expose the Agency or the State to material liability, ; or (b2) has caused or may cause a person’s life, health health, or safety to be jeopardized; viii. 2.5.1.8 The Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress dress, or any other intellectual property right or proprietary right, or the Contractor misappropriates or allegedly misappropriates a trade secret; ix. 2.5.1.9 The Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 2.5.1.10 Any of the following has been engaged in by or occurred with respect to the Contractor or any corporation, shareholder or entity having or owning a controlling interest in the Contractor: a. Commencing or permitting a filing against it which is not discharged within ninety b. Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. Making an assignment for the benefit of creditors; d. Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. Taking any action to authorize any of the foregoing.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by the Contractor or any subcontractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to the Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. 2.5.1.1 The Contractor furnished any statement, representation, warranty warranty, or certification in connection with this Contract, the RFP Solicitation, or the Bid Proposal that is false, deceptive, or materially incorrect or incomplete; ii. 2.5.1.2 The Contractor or any of the Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. 2.5.1.3 The Contractor or any parent or affiliate of the Contractor owning a controlling interest in the Contractor dissolves; iv. 2.5.1.4 The Contractor terminates or suspends its business; v. 2.5.1.5 The Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by the Contractor related to the Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. 2.5.1.6 The Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter Chapter 8F), or local laws, rules, ordinances, regulations regulations, or orders when performing within the scope of this Contract; vii. 2.5.1.7 The Agency determines or believes the Contractor has engaged in conduct that: (a1) has or may expose the Agency or the State to material liability, ; or (b2) has caused or may cause a person’s life, health health, or safety to be jeopardized; viii. 2.5.1.8 The Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress dress, or any other intellectual property right or proprietary right, or the Contractor misappropriates or allegedly misappropriates a trade secret; ix. 2.5.1.9 The Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 2.5.1.10 Any of the following has been engaged in by or occurred with respect to the Contractor or any corporation, shareholder or entity having or owning a controlling interest in the Contractor: a. Commencing or permitting a filing against it which is not discharged within ninety b. Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. Making an assignment for the benefit of creditors; d. Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. Taking any action to authorize any of the foregoing.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by Contractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. 1.6.2.1 Contractor furnished any statement, representation, warranty or certification in connection with this Contract, the RFP or the Proposal that is false, deceptive, or materially incorrect or incomplete; ii. 1.6.2.2 Contractor or any of Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. 1.6.2.3 Contractor or any parent or affiliate of Contractor owning a controlling interest in Contractor dissolves; iv. 1.6.2.4 Contractor terminates or suspends its business; v. 1.6.2.5 Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Contractor related to Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited;is vi. 1.6.2.6 Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter 8F), or local laws, rules, ordinances, regulations or orders when performing within the scope of this Contract; vii. 1.6.2.7 The Agency determines or believes the Contractor has engaged in conduct that: (a) has or may expose the Agency or the State to material liability, or (b) has caused or may cause a person’s life, health or safety to be jeopardized; viii. 1.6.2.8 Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or Contractor misappropriates or allegedly misappropriates a trade secret; ix. 1.6.2.9 Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 1.6.2.10 Any of the following has been engaged in by or occurred with respect to Contractor or any corporation, shareholder or entity having or owning a controlling interest in Contractor: a. 1.6.2.10.1 Commencing or permitting a filing against it which is not discharged within ninetyninety (90) days, of a case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; or filing an answer admitting the material allegations of a petition filed against it in any involuntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; or consenting to any such relief or to the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it seeking liquidation, reorganization, or other relief under any bankruptcy, insolvency, or other similar law now or hereafter in effect with respect to it or its debts; b. 1.6.2.10.2 Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. 1.6.2.10.3 Making an assignment for the benefit of creditors; d. 1.6.2.10.4 Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; oradditional e. 1.6.2.10.5 Taking any action to authorize any of the foregoing. The Agency’s right to terminate this Contract shall be in addition to and not exclusive of other remedies available to the Agency, and the Agency shall be entitled to exercise any other rights and pursue any remedies, in law, at equity, or otherwise.

Termination for Cause by the Agency. The Agency may terminate this Contract upon written notice for the breach by the Contractor or any subcontractor of any material term, condition or provision of this Contract, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to the Contractor, provided that cure is feasible. In addition, the Agency may terminate this Contract effective immediately without penalty and without advance notice or opportunity to cure for any of the following reasons: i. 2.5.1.1 The Contractor furnished any statement, representation, warranty or certification in connection with this Contract, the RFP Solicitation or the Bid Proposal that is false, deceptive, or materially incorrect or incomplete; ii. 2.5.1.2 The Contractor or any of the Contractor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith;, iii. 2.5.1.3 The Contractor or any parent or affiliate of the Contractor owning a controlling interest in the Contractor dissolves; iv. 2.5.1.4 The Contractor terminates or suspends its business; v. 2.5.1.5 The Contractor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by the Contractor related to the Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. 2.5.1.6 The Contractor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter Chapter 8F), or local laws, rules, ordinances, regulations regulations, or orders when performing within the scope of this Contract; vii. 2.5.1.7 The Agency determines or believes the Contractor has engaged in conduct that: (a1) has or may expose the Agency or the State to material liability, ; or (b2) has caused or may cause a person’s life, health health, or safety to be jeopardized; viii. 2.5.1.8 The Contractor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress dress, or any other intellectual property right or proprietary right, or the Contractor misappropriates or allegedly misappropriates a trade secret; ix. 2.5.1.9 The Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 2.5.1.10 Any of the following has been engaged in by or occurred with respect to the Contractor or any corporation, shareholder or entity having or owning a controlling interest in the Contractor: a. Commencing or permitting a filing against it which is not discharged within ninety b. Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. Making an assignment for the benefit of creditors; d. Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with Contractor’s performance of its obligations under this Contract; or e. Taking any action to authorize any of the foregoing.

Termination for Cause by the Agency. The Agency may terminate this Contract Agreement upon written notice for the breach by Contractor Vendor of any material term, condition or provision of this ContractAgreement, if such breach is not cured within the time period specified in the Agency’s notice of breach or any subsequent notice or correspondence delivered by the Agency to ContractorVendor, provided that cure is feasible. In addition, the Agency may terminate this Contract Agreement effective immediately without penalty or legal liability and without advance notice or opportunity to cure for any of the following reasons: i. Contractor 10.1.1 Vendor furnished any statement, representation, warranty or certification in connection with this ContractAgreement, the Software License Agreement, the RFP or the Proposal that is false, deceptive, or materially incorrect or incomplete; ii. Contractor 10.1.2 Vendor or any of ContractorVendor’s officers, directors, employees, agents, subsidiaries, affiliates, contractors or subcontractors has committed or engaged in fraud, misappropriation, embezzlement, malfeasance, misfeasance, or bad faith; iii. Contractor 10.1.3 Dissolution of Vendor or any parent or affiliate of Contractor Vendor owning a controlling interest in Contractor dissolvesVendor; iv. Contractor 10.1.4 Vendor terminates or suspends its business; v. Contractor10.1.5 Vendor’s corporate existence or good standing in Iowa is suspended, terminated, revoked or forfeited, or any license or certification held by Contractor related to Contractor’s performance under this Contract is suspended, terminated, revoked, or forfeited; vi. Contractor 10.1.6 Vendor has failed to comply with any applicable international, federal, state (including, but not limited to Iowa Code chapter 8F)state, or local laws, rules, ordinances, regulations or orders when performing within the scope of this ContractAgreement; vii. 10.1.7 The Agency determines or believes the Contractor Vendor has engaged in conduct that: (a) that has or may expose the Agency or the State to material liability, or (b) has caused or may cause a person’s life, health or safety to be jeopardized; viii. Contractor 10.1.8 Vendor infringes or allegedly infringes or violates any patent, trademark, copyright, trade dress or any other intellectual property right or proprietary right, or Contractor Vendor misappropriates or allegedly misappropriates a trade secret; ix. Contractor fails to comply with any applicable confidentiality laws, privacy laws, or any provisions of this Contract pertaining to confidentiality or privacy; or x. 10.1.9 Any of the following has been engaged in by or occurred with respect to Contractor Vendor or any corporation, shareholder or entity having or owning a controlling interest in ContractorVendor: a. 10.1.9.1 Commencing or permitting a filing against it which is not isn’t discharged within ninetyninety (90) days, of a case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect; or filing an answer admitting the material b. 10.1.9.2 Seeking or suffering the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets; c. 10.1.9.3 Making an assignment for the benefit of creditors; d. 10.1.9.4 Failing, being unable, or admitting in writing the inability generally to pay its debts or obligations as they become due or failing to maintain a positive net worth and such additional capital and liquidity as is reasonably adequate or necessary in connection with ContractorVendor’s performance of its obligations under this ContractAgreement [or the Software License Agreement]; or e. 10.1.9.5 Taking any action to authorize any of the foregoing.