Resolution 2024-141 - Laserfiche WebLink

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uuuusrgl I El lvEluPY lu' 0A I UZYUE-Aa r O-tJJV-OtEtr_Ur Docusign Envelope lD: 1 CE4460A-EE91-45sC-gBB9-A4E64C02FACB a d\rlcsllift(t.otlSlate 6."T t;,?''iiiiinitlf 15. SUBCONTRACTII-{G The Contractor rnay only sul:contracl work contentplated uncler ihis Contracl if it obtains the prior written aPProval of COMMERCE, lf COMMERCE approves subcontracting, the Contractor shall matntain written procedures related to subcontracting, as well as copies of all subcontracts and records related to subcontracts. For cause, COMMERCE-in writing nray: (a) require the Contractor to anrend its subcontracting procedllles as they relate to this Contract; (b) prohibit the Conlractor from subcontracting with a particular person or eniity; or (c) require the Corrtractor to rescind or anrend a subcontract. Every subcontract shall bind the Subcontractor to foltow all applicable ternts of tltis Contract. The Contiactor is responsible to COMMERCE if the Sul:contractor fails to comply with any applicalrle term or condition of this Contract. Tlre Contractor shall appropriately ntonitor the activities of the Sr-rbcontracior to assuro fiscal conditions of this Corrtract. ln no event shall the existence of a subcontract operate to release or reduce the liability of the Contractor to COMMERCE for any breach in the perforntance of the Contractor's duties, Every subcontract shall inciucle a term that COMMERCE and the State of Washington are not liable for claims or danrages arising fronr a Subcontractor's performance of the subcontract' 16. SURVTVAL The terrns, conclitions, ancl warranties contained in this Contract that by their sense and context are interrcled to survive the conrpletion of the performance, cancellaiion or termination of this Contract shall so survive. 17. TEBMINAJION FOR CAUSE Irr the evenl COMMERCE detennines ihe Contracior has failecl to conrply with the conditions of this . contract in a tinrely nlanner, COMMERCE has tlre right to suspend or ierntinate tlris contract, Before suspencling or terminating the conlract, COMMERCE shall notify the Contractor in writing of the need to take corrective action. if corrective action is not taken within 30 calendar days, ihe contract may be terminated or susPended. ln the event of terrlination or suspension, tlre Coniractor shall be liabte for dantages as authorized by law including, bui not limitecl to, any cost difference between the original contract and the replacement or cover contract ancl all aclnrinistrative costs directly related to the replacenrent contract, e.g., cost of the cornpetitive bidding, mailing, adverlising and staff time. COMMERCE reserves the right to suspencl all or parl of tlre contract, withhold further paynretrts, or prohibit the Contractor from incurrirrg aclditionalobligations o{ funds dttring investigation of the alleged compliance breaclr and pendirrg corrective action by the Contractor or a decision by COMMERCE to terminate the contracl. A termination shall be cleemed a "Termination for Convenience" if it is deiermined that the Contractor. (1)was not in clefault; or (2) failure to perform was otliside of his ot- her control, fault or negligence The rights and remedies of COMMERCE providecJ in this contraci are not exclusive and are, in addiiion to any other rights and remedies, provided by laul 18. TERMINATION FOR CONVENIENCE 19 Except as otlrerwise provided in ihis Contract, COMMERCE nray, by ten (10) business days' written notice, beginning on lhe second day after the nrailing, terminate this Contract, in whole or in part. lf this Contraci is so terminated, COMMERCE shall be liable only for payment reqr"tired under the terms of this Contracl for services rendereci or goods clelivered prior to the effective date of termination. TERMINATION PROC EDURES Upon {erminaiion of this contract, COMMERCE, in acldition to any other riglrts provicied in this contract, nray recprire lire Contracior to delivet to COMMERCE any property specifically prodrtced or acquired for the performance of sucl'r part of tlris contract as has been terminated. The provisions of the "Treatnrent of Assets" clause shall apply in such property iransfer' Page 9 of 13