Common use of Termination for Rejection of Deliverables Clause in Contracts

Termination for Rejection of Deliverables. 21.2.1 If Contractor is unable to correct Deficiencies, with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, the Counties shall have the right to immediately reject the Deliverable, without penalty or liability to the Counties, and return the rejected Deliverable and/or other Deliverables to Contractor. If the Counties reject the Deliverable under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.2 If Contractor is unable to correct Deficiencies , with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, , the Counties shall also have the right to terminate this Agreement if Contractor fails to correct Deficiencies in a Deliverable within 30 Days of Notice of such failure from the Counties, without penalty or liability to the Counties, and return the rejected Deliverable and other Deliverables to Contractor . If the Counties terminate the Agreement under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.3 Except as provided in Sections 21.2.1 and 21.2.2, if Contractor is unable to correct Deficiencies in a Deliverable, the Counties shall have the right to immediately reject the Deliverable, without penalty or liability to the Counties, and return the rejected Deliverable and/or other Deliverables to Contractor. If the Counties reject a Deliverable under this Section, the Counties shall have the right to pursue their rights and remedies as provided in the Agreement and at law and in equity.

Termination for Rejection of Deliverables. 21.2.1 If Contractor is unable to correct Deficiencies, with notice and a cure period of no less than 30 days, Deficiencies in a Change Request that has a total value of $2,000,000 Deliverable or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited Service pursuant to EquipmentSection 7.3, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, the Counties WSP shall have the right to immediately reject the Deliverableterminate this Contract, in whole or in part, immediately or at such other time indicated in a Notice of termination without penalty or liability to WSP, with such a termination being deemed a termination due to the Countiesmaterial breach of Contractor hereunder, and return the rejected Deliverable and/or Deliverable, if applicable, to Contractor, and other Deliverables to Contractorin WSP’s judgment. If the Counties reject the Deliverable WSP terminates this Contract under this Section, Contractor shall, within 20 Days days thereafter, refund to the Counties WSP all payments made to Contractor for the returned Deliverable and Services rendered therefor and other Deliverables in WSP’s judgment, in whole or amount determined in part. Termination for Conflict of Interest. WSP may terminate this Contract under Section 22.1 (Termination for Contractor’s Material Breach) by the Counties’ Executive Director. 21.2.2 If Notice to Contractor is unable to correct Deficiencies if WSP determines, with after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. Termination for WSP’s Nonpayment. Except to the extent WSP is exercising its remedies and subject to the application of Section 3.7, if WSP fails to pay Contractor undisputed, material Charges when due under the Contract and fails to make such payments within 90 days of receipt of Notice from Contractor of the failure to make such payments, Contractor may, by giving Notice to WSP, terminate this Contract as of a cure period date specified in the Notice of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has termination. Contractor shall not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, , the Counties shall also have the right to terminate this Agreement if Contractor fails to correct Deficiencies in a Deliverable within 30 Days the Contract for WSP’s breach of Notice of such failure from the Counties, without penalty or liability to the Counties, and return the rejected Deliverable and other Deliverables to Contractor . If the Counties terminate the Agreement under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.3 Except Contract except as provided in this Section. Termination Remedies. In the event of termination of this Contract by WSP under Sections 21.2.1 and 21.2.222.1‑22.3, if Contractor is unable WSP shall, in addition to correct Deficiencies in a Deliverableits other available remedies, the Counties shall have the right to immediately reject procure the DeliverableServices and Deliverables that are the subject of this Contract on the open market and, without penalty or liability subject to the Countiesprovisions of Section 21.3, Contractor shall be liable for all damages, including, but not limited to: (i) the cost difference for the period which would have remained in the Contract term if not for termination between the original Contract Charges for the Services and Deliverables and the replacement costs of such Services and Deliverables acquired from another vendor; and (ii) if applicable, all administrative costs related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, and return the rejected Deliverable and/or other Deliverables to Contractorstaff time costs. If it is determined for any reason the Counties reject a Deliverable under this Sectionfailure to perform is not within the Contractor’s control, fault, or negligence, the Counties termination by WSP under Sections 22.1‑22.3 shall have the right be deemed to pursue their rights and remedies as provided in the Agreement and at law and in equitybe a termination for convenience under Section 22.6.

Termination for Rejection of Deliverables. 21.2.1 If Contractor is unable to correct Deficiencies, with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, the Counties shall have the right to immediately reject the Deliverable, without penalty or liability to the Counties, and return the rejected Deliverable and/or other Deliverables to Contractor. If the 2923905.1 Counties reject the Deliverable under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.2 If Contractor is unable to correct Deficiencies , with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, , the Counties shall also have the right to terminate this Agreement if Contractor fails to correct Deficiencies in a Deliverable within 30 Days of Notice of such failure from the Counties, without penalty or liability to the Counties, and return the rejected Deliverable and other Deliverables to Contractor . If the Counties terminate the Agreement under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.3 Except as provided in Sections 21.2.1 and 21.2.2, if Contractor is unable to correct Deficiencies in a Deliverable, the Counties shall have the right to immediately reject the Deliverable, without penalty or liability to the Counties, and return the rejected Deliverable and/or other Deliverables to Contractor. If the Counties reject a Deliverable under this Section, the Counties shall have the right to pursue their rights and remedies as provided in the Agreement and at law and in equity.

Termination for Rejection of Deliverables. 21.2.1 If Contractor is unable to correct Deficiencies, with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, the Counties CalSAWS Consortium shall have the right to immediately reject the Deliverable, without penalty or liability to the CountiesCalSAWS Consortium, and return the rejected Deliverable and/or other Deliverables to Contractor. If the Counties reject CalSAWS Consortium rejects the Deliverable under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ Executive Director. 21.2.2 If Contractor is unable to correct Deficiencies , with notice and a cure period of no less than 30 days, in a Change Request that has a total value of $2,000,000 or more that has not been accepted or has been implemented in Production for less than 90 Days and that includes but is not limited to Equipment, the Network, Third Party Software as described in a Change Request, and in other Deliverables that are described in Exhibit F as the Integrated Document Management System project and the Business Intelligence project, , the Counties CalSAWS Consortium shall also have the right to terminate this Agreement if Contractor fails to correct Deficiencies in a Deliverable within 30 Days of Notice of such failure from the CountiesCalSAWS Consortium, without penalty or liability to the CountiesCalSAWS Consortium, and return the rejected Deliverable and other Deliverables to Contractor . If the Counties terminate CalSAWS Consortium terminates the Agreement under this Section, Contractor shall, within 20 Days thereafter, refund to the Counties CalSAWS Consortium all payments made to Contractor for the returned Deliverables or amount determined by the Counties’ CalSAWS Consortium Executive Director. 21.2.3 Except as provided in Sections 21.2.1 and 21.2.2, if Contractor is unable to correct Deficiencies in a Deliverable, the Counties CalSAWS Consortium shall have the right to immediately reject the Deliverable, without penalty or liability to the CountiesCalSAWS Consortium, and return the rejected Deliverable and/or other Deliverables to Contractor. If the Counties reject CalSAWS Consortium rejects a Deliverable under this Section, the Counties CalSAWS Consortium shall have the right to pursue their rights and remedies as provided in the Agreement and at law and in equity.