Fully Executed ILA - Laserfiche WebLink

Home Browse Search

SEVERABILITY: If any provision of this Agreement or any-provision of any document incorporated by reference shall be held invalid, such invaliditylfratt not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remaindei conforms to the requirements of applicable law and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are declared to be severable' SUBCONTRACTING: Neither the LHJ, nor any subcontractors, shall enter into subcontracts for any of the work contemplated under this agreement without prior written approval of DoH' tn no event shall the existence of the sub operate to release or reduce tha liability of th-e LHJ to DOH for any breach in the performance of the LLiJ's duties. This clause does not include contracts of employment between the LHJ ind personnel assigned to work under this Agreement' Additionally, the LHJ is responsible for ensuring that all terms, conditions, assurances and certifications set forth in this Agreement are canied forward to any subcontracts. LHJ and its subcontractors agree not to release, divulge, publish, transfer, sell or otheiwise make known to unauthorized persons personal information *itfrout the express written consent of DOH or as provided by law' lf, at anytime during the progress of the work, DoH determines in its sole judgment that any subcontractor is incompetent, DoH snait n-otitr, the Contractor, and the LHJ shall take immediate steps to terminale the subcontractor's involvement in the work. The rejection or appro-val by DOH 9f .uny subcontractor or the termination of a subcontractor shall not relieve tlie LHJ of any of its responsibilities under the Agreement, nor be the basis for additional charges to DOH' SUSPENSIONOFPERFORMANCEANDRESUMPTIONOFPERFORMANCE:INthcCVCNI contract funding from State, Federal, or other sources is withdrawn, reduced, or limited in any way after the effective date of tni, egr."*eni and prior to normal completion, DOH may give notice to LHJ to suspend performance as an alternative to termination. DOH may elect to give written notice to LHJ to suspend performance when DoH determines that there is a reasonable likelihood that the funding insufficiency may be resolved in a timeframe that would allow performance to be resumed prior to the end date of this Agreement. Notice may include notice by facsimile or email to Contractor's representative' LHJ shall suspend performance on the date stated inihe written notice to suspend' During the period of suspension of performance each party may inform the other of any conditions that may reasonably affect the potential for resumption of performance' When DoH determines that the funding insufficiency is resolved, DoH may give LHJ written notice to resume performance and a proposed date to resume performance' Upon receipt of written notice to resume performance, LHJ will give written notice to DOH as to whether it ian resume performance' and' if so' the date upon which it agies to resume performance. If LHJ gives notice to DOH that it cannot resume performance, the parties agree that the Agreement will be tJrminated retroactive to the original date of termination. If the date LIiJ gives notice ii can resume performance is not acceptable to DOH' the parties agree to discuss an alternativJacceptable date. If an alternative date is not acceptable to DoH, the parties agree that the Agreement will be terminated retroactive to the original date of termination' TERMINATION: Either party may terminate this Agreement upon 30 days prior written notification to the other party. If this Agreement is so terminated, the iarties shali be liable only for performance rendered or costs incurred in accordance with the terms orirris Agreement prior to the effective date of termination' TERMINATION FOR CAUSE: If for any cause, either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party vlolates any of these terms and conditions' the aggrieved party will give the other party written notice of such failure or violation' The responsible party will be given the op-portunity to conect the violation or failure within l5 working days' If the failure DOH Contract CLH32635-0 July 2025 Page 6 of9