2004/03/10 Council Agenda Packet

14 terminate this contract. Further, DOH may terminate this contract for default, in whole or in part, if DOH has a reasonable basis to believe that the contractor has: • Failed to meet or maintain any requirement for contracting with DOH; • Failed to ensure the health or safety of any client for whom services are being provided under this contract; • Failed to perform under, or otherwise breached, any term or condition of this contract; and/or • Violated any applicable law or regulation. Before suspending or terminating the contract, the agency shall notify the contractor in writing of the need to take corrective action. If corrective action is not taken within fourteen (14) days, the contract may be terminated or suspended. In the event of termination or suspension, the contractor shall be liable for damages as authorized by law including, but not limited to, any cost difference between the original contract and the replacement or cover contract and all administrative costs directly related to the replacement contract, e.g., cost of the competitive bidding, mailing, advertising and staff time. The agency reserves the right to suspend all or part of the contract, withhold further payments, or prohibit the contractor from incurring additional obligations of funds during investigation of the alleged compliance breach and pending corrective action by the contractor or a decision by the agency to terminate the contract. A termination shall be deemed to be a "termination for convenience" if it is determined that the contractor: (1) was not in default; or (2) failure to perform was outside of his or her control, fault or negligence. The rights and remedies of the agency provided in this contract are not exclusive and are in addition to any other rights and remedies provided by law. TERMINATION PROCEDURE- Upon termination of this agreement the DOH may require the Contractor to deliver to the DOH any property specifically produced or acquired for the performance of such part of this agreement as has been terminated. The provisions of the "Treatment of Assets" clause shall apply in such property transfer. The DOH shall pay to the Contractor the agreed upon price, if separately stated, for completed work and services accepted by the DOH. In addition the DOH shall pay the amount agreed upon by the Contractor and the Contracting Officer for (a) completed work and services for which no separate price is stated, (b) partially completed work and services, (c) other property or services which are accepted by the DOH, and (d)the protection and preservation of the property. If the termination is for default, the Contracting Officer shall determine the extent of the liability of the DOH. Failure to agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this CONTRACT. The DOH may withhold from any amounts due the Contractor for such completed work or services such sum as the Contracting Officer determines to be necessary to protect the DOH against potential loss or liability. The rights and remedies of the DOH provided in this section shallnot be exclusive and are in addition to any other rights and remedies provided by law or under this agreement. After receipt of a notice of termination, and except as otherwise directed by the Contracting Officer, the Contractor shall: Stop work under the agreement on the date and to the extent specified in the notice; Place no further orders or subcontracts for materials, services, facilities except as necessary to complete such portion of the work not terminated; Assign to the DOH, to the extent directed by the Contracting Officer, all of the rights, titles, and interest of the Contractor under the orders and subcontracts in which case the DOH has the right, at its DOH N12437 ` 7 1/2/2004