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deliverables satisfactorily delivered or installed bear to the total Services or deliverables covered by <br />this contract, less payments of compensation previously made. In addition, for contracts that are less <br />than 60% completed, the State may reimburse the contractor for a portion of actual out-of-pocket <br />expenses (not otherwise reimbursed under this contract) incurred by Contractor during the contract <br />period which are directly attributable to the uncompleted portion of Contractor's obligations covered by <br />this contract. In no event shall reimbursement under this clause exceed the contract amount. If this <br />contract is terminated for cause, or due to the fault of the Contractor, the Termination for Cause or <br />Default provision shall apply. <br />21. Termination for Default/Cause <br />If Contractor refuses or fails to perform any of the provisions of this contract with such diligence as will <br />ensure its completion within the time and pursuant to the requirements and terms specified in this contract, <br />the State may notify Contractor in writing of such non-performance. If Contractor fails to promptly correct <br />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 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 />22. Insurance <br />22.1 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 <br />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 />Page 8 of 14 <br />