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2 <br /> <br />agreed to herein shall not be considered as part of this Agreement. There shall be no <br />implied or verbal agreements between the Parties relating to the subject matter of this <br />Agreement. <br /> <br />4. City’s Responsibilities. City shall be responsible for cooperating with Core & Main, <br />providing accurate information in a timely manner, and making payment in a timely <br />manner for Work performed. City shall designate a representative who will be fully <br />acquainted with the Work and will be reasonably accessible to Core & Main and its <br />subcontractors, and will have the authority to make decisions on behalf of City. City shall <br />provide to Core & Main and its subcontractors all information regarding legal limitations, <br />utility locations and other information reasonably pertinent to this Agreement and the <br />Project. City shall be required to give prompt notice should it become aware of any fault <br />or defect in the Project. <br /> <br />5. Default of City. The following events shall be considered events of Default of City: (a) <br />The failure of City to make payments to Core & Main in accordance with the terms of this <br />Agreement; (b) any representation or warranty provided by City that proves to be materially <br />false or misleading when made; (c) City becomes insolvent, or makes an assignment for the <br />benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a <br />reorganization or any adjudication of City as insolvent or bankrupt be filed; (d) any failure <br />of City to comply with or perform according to the terms of this Agreement or to correct <br />such failure to perform within thirty (30) days of receipt of written notice from Core & Main. <br />If an event of Default by City occurs, Core & Main will have the right to cancel this <br />Agreement and to terminate immediately all Work hereunder without further obligation <br />except the City will be obligated to pay for Work performed through the date of termination.. <br /> <br />6. Default of Core & Main. The following events shall be considered events of default on the <br />part of Core & Main: (a) the failure of Core & Main to deliver its Work free and clear of <br />any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of <br />Core & Main; (b) Core & Main becomes insolvent, or makes an assignment for the benefit <br />of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization <br />or any adjudication of Core & Main as insolvent or bankrupt be filed; (c) any representation <br />or warranty (excluding a warranty as contemplated by Section 9 of this Agreement) provided <br />by Core & Main that proves to be materially false or misleading when made, (d) any failure <br />of Core & Main to comply with or perform according to the terms of this Agreement or to <br />commence efforts to correct such failure to perform within thirty (30) days of notice from <br />City, and thereafter diligently pursue correction. In the event of default by Core & Main, <br />City will have the right to cancel this Agreement and to terminate immediately all Work <br />hereunder without further obligation except the City will be obligated to pay for Work <br />performed through the date of termination. Additionally, City will be entitled to recover the <br />documented excess actual and direct costs of procuring the Work hereunder through alternate <br />sources provided that City makes efforts to reasonably mitigate such actual and direct costs. <br /> <br />7. Force Majeure. Neither Core & Main nor City shall be responsible to each other for damage <br />or delay that arise from Force Majeure, including but not limited to conditions beyond the <br />reasonable control, and not the result of the fault of the impacted Party, including, without <br />Page 197 of 443