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'-1 <br /> LIMITATION OF AUTHORITY <br /> Only RCO's Director or RCO's delegate by writing(delegation to be made prior to action)shall have the authority to alter, <br /> amend, modify,or waive any clause or condition of this Agreement;provided that any such alteration,amendment, <br /> modification,or waiver of any clause or condition of this Agreement is not effective or binding unless made as a written <br /> amendment to this Agreement and signed by the RCO Director or delegate. <br /> WAIVER OF DEFAULT <br /> Waiver of any default shall not be deemed to be a waiver of any subsequent default Waiver or breach of any provision of the <br /> Agreement shall not be deemed to be a waiver of any other or subsequent breach and shall not be construed to be a <br /> modification of the terms of the Agreement unless stated to be such in writing,signed by the director, or the director's <br /> designee, and attached as an amendment to the original Agreement. <br /> APPLICATION REPRESENTATIONS—MISREPRESENTATIONS OR INACCURACY OR BREACH <br /> The Funding Entity(if different from RCO)and RCO relies on the Sponsor's application in making its determinations as to <br /> eligibility for,selection for,and scope of,funding grants.Any misrepresentation,error or inaccuracy in any part of the <br /> application may be deemed a breach of this Agreement. <br /> SPECIFIC PERFORMANCE <br /> RCO may enforce this Agreement by the remedy of specific performance,which usually will mean completion of the project as <br /> described in this Agreement and/or enforcement of long-term obligations. However,the remedy of specific performance shall <br /> not be the sole or exclusive remedy available to RCO. No remedy available to the RCO shall be deemed exclusive. The RCO <br /> may elect to exercise any, a combination of,or all of the remedies available to it under this Agreement, or under any provision <br /> of law, common law, or equity, including but not limited to seeking full or partial repayment of the grant amount paid and <br /> damages. <br /> TERMINATION AND SUSPENSION <br /> The RCO will require strict compliance by the Sponsor with all the terms of this Agreement including, but not limited to,the <br /> requirements of the applicable statutes, rules, and RCO policies,and with the representations of the Sponsor in its application <br /> for a grant as finally approved by RCO. For federal awards,notification of termination will comply with 2 C.F.R.§200.340. <br /> A. For Cause. <br /> 1. The RCO director may suspend or terminate the obligation to provide funding to the Sponsor under this <br /> Agreement: <br /> a. If the Sponsor breaches any of the Sponsor's obligations under this Agreement; <br /> b. If the Sponsor fails to make progress satisfactory to the RCO director toward completion of the <br /> project by the completion date set out in this Agreement Included in progress is adherence to <br /> milestones and other defined deadlines;or <br /> c. If the primary and secondary Sponsor(s)cannot mutually agree on the process and actions needed <br /> to implement the project; <br /> 2. Prior to termination,the RCO shall notify the Sponsor in writing of the opportunity to cure. If corrective action <br /> is not taken within 30 days or such other time period that the director approves in writing,the Agreement may <br /> be terminated. In the event of termination,the Sponsor shall be liable for damages or other relief as <br /> authorized by law and/or this Agreement. <br /> 3. RCO reserves the right to suspend all or part of the Agreement,withhold further payments, or prohibit the <br /> Sponsor from incurring additional obligations of funds during the investigation of any alleged breach and <br /> pending corrective action by the Sponsor,or a decision by the RCO to terminate the Contract. <br /> B. For Convenience.Except as otherwise provided in this Agreement, RCO may, by ten(10)days written notice, <br /> beginning on the second day after the mailing,terminate this Agreement, in whole or in part when it is in the best <br /> interest of the state. If this Agreement is so terminated, RCO shall be liable only for payment required under the terms <br /> of this Agreement prior to the effective date of termination.A claimed termination for cause shall be deemed to be a <br /> "Termination for Convenience"if it is determined that <br /> 1. The Sponsor was not in default; or <br /> 2. Failure to perform was outside Sponsor's control,fault or negligence. <br /> 28 <br /> RCO. 18-2022 Revision Date: 1/1/2019 Page 17 of 19 <br />