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2 <br />the Work agreed to herein shall not be considered as part of this Agreement. There shall <br />be no implied or verbal agreements between the Parties relating to the subject matter of <br />this Agreement. <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 <br />shall provide to Core & Main and its subcontractors all information regarding legal <br />limitations, utility locations and other information reasonably pertinent to this Agreement <br />and the Project. City shall be required to give prompt notice should it become aware of <br />any fault or defect in the Project. <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 <br />this Agreement; (b) any representation or warranty provided by City that proves to be <br />materially false or misleading when made; (c) City becomes insolvent, or makes an <br />assignment for the benefit of creditors, or should a voluntary or involuntary petition in <br />bankruptcy or a reorganization or any adjudication of City as insolvent or bankrupt be <br />filed; (d) any failure of City to comply with or perform according to the terms of this <br />Agreement or to correct such failure to perform within thirty (30) days of receipt of <br />written notice from Core & Main. If an event of Default by City occurs, Core & Main <br />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. <br />6.Default of Core & Main. The following events shall be considered events of default on <br />the part of Core & Main: (a) the failure of Core & Main to deliver its Work free and clear <br />of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor <br />of Core & Main; (b) Core & Main 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 Core & Main as insolvent or bankrupt be filed; (c) <br />any representation or warranty (excluding a warranty as contemplated by Section 9 of this <br />Agreement) provided by Core & Main that proves to be materially false or misleading <br />when made, (d) any failure of Core & Main to comply with or perform according to the <br />terms of this Agreement or to commence efforts to correct such failure to perform within <br />thirty (30) days of notice from City, and thereafter diligently pursue correction. In the <br />event of default by Core & Main, City will have the right to cancel this Agreement and to <br />terminate immediately all Work hereunder without further obligation except the City will <br />be obligated to pay for Work performed through the date of termination. Additionally, City <br />will be entitled to recover the documented excess actual and direct costs of procuring the <br />Work hereunder through alternate sources provided that City makes efforts to reasonably <br />mitigate such actual and direct costs. <br />Docusign Envelope ID: D15BA154-47D3-8EAA-8171-B89F63E73DD1