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21. DEFAULT; REMEDIES. <br />21.1. WSCA's Rights Upon Default. Any of the following events shall constitute cause for <br />WSCA to declare Contractor in default of the Contract: (1) nonperformance of contractual requirements <br />under the Contract; and/or (2) a material breach of any term or condition of the Contract. In order to <br />declare Contractor in default, WSCA shall issue a written notice of default providing a period in which <br />Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not <br />diminish or eliminate Contractor's liability for damages otherwise available under the Contract. If the <br />default remains after Contractor has been provided the opportunity to cure, WSCA may do one or more of <br />the following: (1) exercise any remedy provided by law; (2) terminate the Contract or portions thereof, <br />and/or (3) suspend Contractor from receiving future bid solicitations. <br />21.2 Participating Entity's Rights Upon Default. Any of the following events shall <br />constitute cause for a Participating Entity to declare Contractor in default of the corresponding Participating <br />Addendum or Sub-PA: (1) non-performance of contractual requirements; and/or (2) Contractor's material <br />breach of any term or condition of the Participating Addendum or Sub-PA. In order to declare Contractor <br />in default, a Participating Entity shall issue a written notice of default providing a period in which <br />Contractor shall have a reasonable opportunity to cure the default(s). Time allowed for cure shall not <br />diminish or eliminate Contractor's liability for damages otherwise available under the Participating <br />Addendum. If the default remains after Contractor has been provided the opportunity to cure, the <br />Participating Entity may do one or more of the following: (1) exercise any remedy provided by law; <br />(2) terminate the Participating Addendum, Sub-PA, or portions thereof. <br />21.3 No Cross Termination. Notwithstanding the foregoing, in the event of a default by <br />Contractor hereunder, then (a) an individual Participating Entity may not terminate the Contract but, <br />instead, may only terminate its own PA; (b) WSCA may not terminate an individual Participating <br />Addendum or Sub-PA, except as a consequence of its termination of the Contract; and (c) a Participating <br />Entity that is not (i) concurrently the Participant or Participating State under the corresponding Participating <br />Addendum, or (ii) a party to a valid Sub-Participation Addendum, may not terminate the corresponding <br />Participating Addendum or Sub-PA and, instead may only terminate any outstanding, unfilled purchase <br />orders made in connection with the corresponding Participating Addendum or Sub-PA. <br />21.4 Post-Termination Issues. In the event of termination of the Contract or a Participating <br />Addendum for any reason, the parties agree that the provisions of this paragraph survive termination: <br />a. The parties shall account for and properly present to each other all claims for <br />fees and expenses and pay those which are undisputed and otherwise not subject to set off under the. <br />Contract. Neither party may withhold performance of winding up provisions solely based on <br />nonpayment of fees or expenses accrued up to the time of termination; <br />b. Contractor shall satisfactorily complete work in progress at the agreed rate (or <br />a pro rata basis if necessary) if so requested by WSCA or a Participating Entity; <br />Page 7 of 19 <br />25K-9