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<br />Page 34 of 44 <br /> <br />45. Taxes <br />All payments accrued on account of payroll taxes, unemployment contributions, the Subrecipient’s income <br />or gross receipts, any other taxes, insurance or expenses for the Subrecipient or its staff shall be the sole <br />responsibility of the Subrecipient. <br /> <br />46. Termination for Cause <br />In the event COMMERCE determines the Subrecipient has failed to comply with the conditions of this <br />Contract in a timely manner, COMMERCE has the right to suspend or terminate this contract. Before <br />suspending or terminating the Contract, COMMERCE shall notify the Subrecipient in writing of the need to <br />take corrective action. If corrective action is not taken within 30 calendar days, the Contract may be <br />terminated or suspended. <br />In the event of termination or suspension, the Subrecipient shall be liable for damages as authorized by law <br />including, but not limited to, any cost difference between the original contract and the replacement or cover <br />contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive <br />bidding, mailing, advertising and staff time. <br />COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or prohibit <br />the Subrecipient from incurring additional obligations of funds during investigation of the alleged compliance <br />breach and pending corrective action by the Subrecipient or a decision by COMMERCE to terminate the <br />Contract. A termination shall be deemed a “Termination for Convenience” if it is determined that the <br />Subrecipient: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or <br />negligence. <br />The rights and remedies of COMMERCE provided in this Contract are not exclusive and are, in addition to <br />any other rights and remedies, provided by law. <br /> <br />47. Termination for Convenience <br />Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written notice, <br />beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this Contract <br />is so terminated, COMMERCE shall be liable only for payment required under the terms of this Contract for <br />services rendered or goods delivered prior to the effective date of termination. <br /> <br />48. Termination Procedures <br />Upon termination of this Contract, COMMERCE, in addition to any other rights provided in this Contract, <br />may require the Subrecipient to deliver to COMMERCE any property specifically produced or acquired for <br />the performance of such part of this Contract as has been terminated. The provisions of the "Treatment of <br />Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the Subrecipient the agreed upon price, if separately stated, for completed work <br />and services accepted by COMMERCE, and the amount agreed upon by the Subrecipient and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and (iv) <br />the protection and preservation of property, unless the termination is for default, in which case the <br />Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to agree with <br />such determination shall be a dispute within the meaning of the "Disputes" clause of this Contract. <br />COMMERCE may withhold from any amounts due the Subrecipient such sum as the Authorized <br />Representative determines to be necessary to protect COMMERCE against potential loss or liability.