2023-114 Resolution - Laserfiche WebLink

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23.1 If the Contractor or any of its lower -tiered sub -grantees or sub -contractors performs services under the Agreement outside of the United States, the performance of such services shall be treated as a material breach of this Agreement. The Agency is not obligated to pay and shall not pay for such services. If the Contractor or any of its lower - tiered sub -grantees or sub -contractors perform any such services, the Contractor shall immediately return to the Agency all grant funds disbursed as payment or reimbursement for those services or on the basis of the cost of such services having been counted as match or cost share specifically required as a condition for disbursement of grant funds. 23.2 The Agency may, at any time after the breach, terminate this Agreement upon written notice to Contractor. The Agency may recover all accounting, administrative, legal and other expenses reasonably necessary for the preparation of the termination of the Agreement. If the Agency determines that actual and direct damages are uncertain or difficult to ascertain, the Agency, in its sole discretion, may recover a payment of liquidated damages in the amount of twenty-five percent (25%) of the value of this Agreement (not to exceed the amount of grant funds disbursed prior to any termination of the Agreement). 23.3 The Agency, in its sole discretion, may provide written notice to the Contractor of a breach and permit Contractor to cure the breach. Such cure period shall not be longer than 21 calendar days. Notwithstanding the Agency permitting a period of time to cure the breach or Contractor's cure of the breach, the Agency does not waive any of the rights and remedies provided the Agency under applicable law or in the Agreement, including, but not limited to, the recovery of grant funds paid for services provided by the Contractor, its lower tiered sub -grantees or sub -contractors performed outside of the United States, cost associated with corrective action, or liquidated damages. ARTICLE XXIV: ASSIGNMENT / DELEGATION 24.1 The Contractor shall not assign any of its rights, nor delegate any of its duties and responsibilities under the Agreement without prior written consent of the Agency. Any assignment or delegation not pre -approved in writing by the Agency shall be void or voidable by the Agency. ARTICLE XXV: DRUG-FREE WORKPLACE: POS 21 of 28 Final