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such delay or non-performance within the time specified, the State, may at its option, terminate this entire <br />contract or such part of this contract as to which there has been delay or a failure to properly perform. If <br />terminated for cause, the State shall only reimburse Contractor for accepted work or deliverables received <br />up to the date of termination and final payments may be withheld. In the event of termination, all finished or <br />unfinished documents, data, studies, research surveys, reports, other materials prepared by Contractor, or <br />materials owned by the State in the possession of Contractor, at the option of the State, shall be returned <br />immediately to the State or retained by the State as its property. At the State's option, Contractor shall <br />continue performance of this contract to the extent not terminated, if any, and shall be liable for excess <br />costs incurred by the State in procuring from third parties replacement services or substitute goods as <br />cover. Notwithstanding any remedial action by the State, Contractor also shall remain liable to the State for <br />any damages sustained by the State by virtue of any breach by Contractor and the State may withhold any <br />payment to Contractor for the purpose of mitigating the State's damages, until such time as the exact <br />amount of damages due to the State from Contractor is determined. Upon termination by the State, <br />Contractor shall take timely, reasonable and necessary action to protect and preserve property in the <br />possession of Contractor in which the State has an interest. Further, the State may withhold amounts due <br />to Contractor as the State deems necessary to protect the State against loss because of outstanding liens <br />or claims of former lien holders and to reimburse the State for the excess costs incurred in procuring similar <br />goods or services. Any action taken by the State hereunder or pursuant to the paragraph 15 shall not be <br />cause for Contractor to terminate this Contract for default or material breach. If, after termination by the <br />State, it is determined for any reason that Contractor was not in default or that Contractor's action/inaction <br />was excusable, such termination shall be treated as a termination for convenience and the rights and <br />obligations of the parties shall be the same as if this contract had been terminated for convenience, as <br />described herein. <br />23. Insurance <br />23.1 The Contractor shall obtain, and maintain at all times during the term of this agreement, insurance in <br />the following kinds and amounts: <br />a. Worker's Compensation Insurance as required by state statute, and Employer's Liability Insurance <br />covering all of the contractor's employees acting within the course and scope of their employment. <br />b. Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or <br />equivalent, covering premises operations, fire damage, independent contractors, products and <br />completed operations, blanket contractual liability, personal injury, and advertising liability with <br />minimum limits as follows: <br />i. $1,000,000 each occurrence; <br />ii. $1,000,000 general aggregate; <br />iii. $1,000,000 products and completed operations aggregate; and <br />iv. $50,000 any one fire. <br />If awn ~ aggregate limit is reduced below $1,000,000 because of claims made or paid, the contractor <br />shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the <br />State a certificate or other document satisfactory to the State showing compliance with this provision. <br />c. Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) <br />with a minimum limit as follows: $1,000,000 each accident combined single limit. <br />23.2 The State of Colorado shall be named as additional insured on the Commercial General Liability and <br />Automobile Liability Insurance policies (leases and construction contracts will require the additional <br />insured coverage for completed operations on endorsements CG 2010 1 1/85, CG 2037, or <br />equivalent). Coverage required of the contract will be primary over any insurance or self-insurance <br />program carried by the State of Colorado. <br />Page 9 of 15 <br />