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GENERAL TERMS AND CONDITIONS
<br />CAPITAL
<br />STATE FUNDS
<br />
<br />In the event of termination or suspension, the Contractor shall be liable for damages as authorized by
<br />law including, but not limited to, any cost difference between the original contract and the replacement
<br />or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of
<br />the competitive bidding, mailing, advertising and staff time.
<br />COMMERCE reserves the right to suspend all or part of the contract, withhold further payments, or
<br />prohibit the Contractor from incurring additional obligations of funds during investigation of the alleged
<br />compliance breach and pending corrective action by the C ontractor or a decision by COMMERCE to
<br />terminate the contract. A termination shall be deemed a “Termination for Convenience” if it is
<br />determined that the Contractor: (1) was not in default; or (2) failure to perform was outside of his or her
<br />control, fault or negligence.
<br />The rights and remedies of COMMERCE provided in this contract are not exclusive and are, in addition
<br />to any other rights and remedies, provided by law.
<br />41. TERMINATION FOR CONVENIENCE
<br />Except as otherwise provided in this Contract COMMERCE may, by ten (10) business days written
<br />notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If this
<br />Contract is so terminated, COMMERCE shall be liable only for payment required under the terms of
<br />this Contract for services rendered or goods delivered prior to the effective date of termination.
<br />42. TERMINATION PROCEDURES
<br />Upon termination of this contract, COMMERCE, in addition to any other rights provided in this contract,
<br />may require the Contractor to deliver to COMMERCE any property specifically produced or acquired
<br />for the performance of such part of this c ontract as has been terminated. The provisions of the
<br />"Treatment of Assets" clause shall apply in such property transfer.
<br />COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed
<br />work and services accepted by COMMERCE, and the amount agreed upon by the Contractor 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
<br />(iv) 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
<br />with 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 Contractor such sum as the Authorized
<br />Representative determines to be necessary to protect COMMERCE against potential loss or liability.
<br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in
<br />addition to any other rights and remedies provided by law or under this contract.
<br />After receipt of a notice of termination, and except as otherwise directed by the Authorized
<br />Representative, the Contractor shall:
<br />A. Stop work under the contract on the date, and to the extent specified, in the notice;
<br />B. Place no further orders or subcontracts for materials, services, or facilities except as may be
<br />necessary for completion of such portion of the work under the contract that is not terminated;
<br />C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized
<br />Representative, all of the rights, title, and interest of the C ontractor under the orders and
<br />subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or
<br />pay any or all claims arising out of the termination of such orders and subcontracts;
<br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and
<br />subcontracts, with the approval or ratification of the Authorized Representative to the extent the
<br />Authorized Representative may require, which approval or ratification shall be final for all the
<br />purposes of this clause;
<br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed by
<br />the Authorized Representative any property which, if the contract had been completed, would have
<br />been required to be furnished to COMMERCE;
<br />DocuSign Envelope ID: 35C90669-7F5D-417A-9438-E028C1CB021ADocuSign Envelope ID: 05945C3E-1013-42B6-9B87-1328C8722592
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