R2025-162 - Laserfiche WebLink

Home Browse Search

Docusign Envelope lD: F24ED3D0-D4D6-499A-9588-1 246949365D1 ,';r:i irt; ,l Jl.Jl: -:*ll; ::- if tt '-1i Lonurert'e or reduce the liability of the Contractor to COMMERCE for any breach in the performance of the Contractot's duties. Every subcontractshall include a term that COMMERCE and the State of Washington are not liable for claims or damages arising from a Subcontractot's performance of the subcontract. 16. SURVIVAL The terms, condi1ons, and warranties contained in this Contract that by their sense and context are intended to su rvive th e completion of the performance, can cellation ortermination of this Contract shall so su rvive. 17. TERMINATION FOR CAUSE ln the event COMMERCE determines the Contractor has failed to comply with the conditions of this Contract in a timely manner, COMMERCE has the right to suspend or terminate this Contract. Before suspendingorterminatingthe Contract, COMMERCE shall notifythe Contractorin writingof the need.to take coneCtive action. lflorrective action is not taken within 30 calendardays, the Contract may be termin ated or susPended. ln the eventof termination orsuspension, the Contractorshall be liable for damages as authorized by lavv including,butnotlimitedto, anycostdifferencebetweentheoriginal contractandthereplacementorcover contract and all administrative costs directly related to the replacement contract, e.9., cost of the competitive bidding, mailing, advertising and staff time. COMMERCE reserves the rightto su spend all orpart of the Contract, with hold furtherpayments, or proh ibit the Contractorfrom incu rring additional obligations of funds during investigation of the a].!eged compliance breach and pending correct-iue action by th-e Contractor or a decision by COMMERCE to terminate the Contract. A terminJtion shall be deemed a "Termination for Convenience" if it is determined that the Contractor: (1) was not in default; or (2) failureto perform was outside of his or her control' faultor negligence. The rights and remedies of COMMERCE provided in this Contract are not exclu sive and are, in addition b any other rights and remedies, provided by law. 18. TERMINATIO NIENCE t*silrrf Except as othenrise provided in this Contract, COMMERCE may, by ten (10) businessdays'written notice, begin n ing on the second day after the mailing, termin ate th is Contract, in whole or in part. lf th is Contract is Jo terminated, COMMEnbf sfratt be liable onlyfor payment required underthe terms of this Contract for services rendered or goods delivered prior to the effective date of termination. 19. TERMINATION PROCEDURES Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract, may require the Contractor to deliver to COMMERCE any property specifically produc_ed or acquired for the-performanceof such partof thisContractas hasbeen terminated.The provisionsof the"Treatmentof Assets" clause shall apply in such property transfer. COMMERCE shall pay to the Contractorthe agreed upon price, if separately stated, for completed work and services accepieO-Oy COMMERCE, and the amountagreed upon bythe Contractorand COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially completed work and services, (iii; otner property or services that are accepted by COMMERCE, and (iv) the protection and preservatbn'of propefi, u n less the termination is for defau lt, in which case the Authorized Representative shall determinethe extentof the liabilityof COMMERCE. Failureto agree with such determination shall be a dispute within the meaning of the "bisputes" clause of this Contract. COMMERCE maywithhold frcm any amounts due the Contractorsuch sum as the Authorized Representative determines to be necessary to protect COMMERCE against potential loss or liability. The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in addilion to any other rights and remedies provided by law or under this contract. After receipt of a notice of termination, and except as otherwisedirected by theAuthorized Representative, the Contractor shall: Page 10 of 15