CORE & MAIN LP (#2027021) - Laserfiche WebLink

2 Confidential to herein shall not be considered as part of this Agreement. There shall be no implied or verbal agreements between the Parties relating to the subject matter of this Agreement. 4.City’s Responsibilities. City shall be responsible for cooperating with Core & Main, providing accurate information in a timely manner, and making payment in a timely manner for Work performed. City shall designate a representative who will be fully acquainted with the Work and will be reasonably accessible to Core & Main and its subcontractors, and will have the authority to make decisions on behalf of City. City shall provide to Core & Main and its subcontractors all information regarding legal limitations, utility locations and other information reasonably pertinent to this Agreement and the Project. City shall be required to give prompt notice should it become aware of any fault or defect in the Project. 5.Default of City. The following events shall be considered events of Default of City: (a) The failure of City to make payments to Core & Main in accordance with the terms of this Agreement; (b) any representation or warranty provided by City that proves to be materially false or misleading when made; (c) City becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of City as insolvent or bankrupt be filed; (d) any failure of City to comply with or perform according to the terms of this Agreement or to correct such failure to perform within thirty (30) days of receipt of written notice from Core & Main. If an event of Default by City occurs, Core & Main will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the City will be obligated to pay for Work performed through the date of termination.. 6.Default of Core & Main. The following events shall be considered events of default on the part of Core & Main: (a) the failure of Core & Main to deliver its Work free and clear of any lien or encumbrance by any subcontractor, laborer, materialman, or other creditor of Core & Main; (b) Core & Main becomes insolvent, or makes an assignment for the benefit of creditors, or should a voluntary or involuntary petition in bankruptcy or a reorganization or any adjudication of Core & Main as insolvent or bankrupt be filed; (c) any representation or warranty (excluding a warranty as contemplated by Section 9 of this Agreement) provided by Core & Main that proves to be materially false or misleading when made, (d) any failure of Core & Main to comply with or perform according to the terms of this Agreement or to commence efforts to correct such failure to perform within thirty (30) days of notice from City, and thereafter diligently pursue correction. In the event of default by Core & Main, City will have the right to cancel this Agreement and to terminate immediately all Work hereunder without further obligation except the City will be obligated to pay for Work performed through the date of termination. Additionally, City will be entitled to recover the documented excess actual and direct costs of procuring the Work hereunder through alternate sources provided that City makes efforts to reasonably mitigate such actual and direct costs. 7.Force Majeure. Neither Core & Main nor City shall be responsible to each other for damage or delay that arise from Force Majeure, including but not limited to conditions beyond the reasonable control, and not the result of the fault of the impacted Party, including, without limitation acts of God, storms, extraordinary weather, epidemic or pandemic, acts of government units, strikes or labor disputes, fire, explosions, thefts, vandalism, riots, acts of war or terrorism, non-price related unavailability of materials required for the Project, and unavailability of fuel. Docusign Envelope ID: 6AD75F50-8A33-85A5-8039-9E3E1257A838Docusign Envelope ID: 177582DA-4F1C-8834-813C-BC4FD03AA45E