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<br />101 SECTION 6: ATTACHMENTS | 2014_0122
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<br />as the State Contract Manager may thereafter direct in writing. The period of suspension shall be deemed added to the contractor's
<br />approved schedule of performance. The Director shall make an equitable adjustment, if any is required, to the contract price. The
<br />contractor shall provide whatever information that Director may require related to the equitable adjustment.
<br />5.7 TERMINATION OF CONTRACT
<br />a. For Convenience
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<br />Notwithstanding any provision or language in this contract to the contrary, the Director may terminate this contract at any time, in whole
<br />or in part, for the convenience of the State, upon no less than thirty (30) days written notice to the contractor.
<br />b. For Cause 1. Where a contractor fails to perform or comply with a contract or a portion thereof, and/or fails to comply with the
<br />complaints procedure in N.J.A.C. 17: 12-4.2 et seq., the Director may terminate the contract, in whole or in part, upon ten (10) days
<br />notice to the contractor with an opportunity to respond.
<br />2. Where in the reasonable opinion of the Director, a contractor continues to perform a contract poorly as demonstrated by e.g., formal
<br />complaints, late delivery, poor performance of service, short-shipping, so that the Director is required to use the complaints procedure
<br />in N.J.A.C. 17:12-4.2 et seq., and there has been a failure on the part of the contractor to make progress towards ameliorating the
<br />issue(s) or problem(s) set forth in the complaint, the Director may terminate the contract, in whole or in part, upon ten (10) days notice
<br />to the contractor with an opportunity to respond.
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<br />c. In cases of emergency the Director may shorten the time periods of notification and may dispense with an opportunity to respond.
<br />d. In the event of termination under this section, the contractor shall be compensated for work performed in accordance with the
<br />contract, up to the date of termination. Such compensation may be subject to adjustments.
<br />5.8 SUBCONTRACTING OR ASSIGNMENT –
<br />a. Subcontracting : The contractor may not subcontract other than as identified in the contractor’s proposal without the prior written
<br />consent of the Director. Such consent, if granted in part, shall not relieve the contractor of any of his responsibilities under the contract,
<br />nor shall it create privity of contract between the State and any subcontractor. If the contractor uses a subcontractor to fulfill any of its
<br />obligations, the contractor shall be responsible for the subcontractor’s: (a) performance; (b) compliance with all of the terms and
<br />conditions of the contract; and (c) compliance with the requirements of all applicable laws.
<br />b. Assignment: The contractor may not assign its responsibilities under the contract, in whole or in part, without the prior written consent
<br />of the Director.
<br />5.9 NO CONTRACTUAL RELATIONSHIP BETWEEN SUBCONTRACTORS AND STATE - Nothing contained in any of the contract
<br />documents, including the RFP and vendor’s bid or proposal shall be construed as creating any contractual relationship between any
<br />subcontractor and the State.
<br />5.10 MERGERS, ACQUISITIONS - If, during the term of this contract, the contractor shall merge with or be acquired by another firm,
<br />the contractor shall give notice to the Director as soon as practicable and in no event longer than thirty (30) days after sa id merger or
<br />acquisition. The contractor shall provide such documents as may be requested by the Director, which may include but need not be
<br />limited to the following: corporate resolutions prepared by the awarded contractor and new entity ratifying acceptance of the original
<br />contract, terms, conditions and prices; updated information including ownership disclosure and Federal Employer Identification Number.
<br />The documents must be submitted within thirty (30) days of the request. Failure to do so may result in termination of the contract for
<br />cause.
<br />If, at any time during the term of the contract, the contractor's partnership, limited liability company, limited liability partnership,
<br />professional corporation, or corporation shall dissolve, the Director must be so notified. All responsible parties of the dissolved business
<br />entity must submit to the Director in writing, the names of the parties proposed to perform the contract, and the names of the parties to
<br />whom payment should be made. No payment shall be made until all parties to the dissolved business entity submit the required
<br />documents to the Director.
<br />5.11 PERFORMANCE GUARANTEE OF CONTRACTOR - The contractor hereby certifies that:
<br />a. The equipment offered is standard new equipment, and is the manufacturer's latest model in production, with parts regularly used for
<br />the type of equipment offered; that such parts are all in production and not likely to be discontinued; and that no attachment or part has
<br />been substituted or applied contrary to manufacturer's recommendations and standard practice.
<br />b. All equipment supplied to the State and operated by electrical current is UL listed where applicable.
<br />c. All new machines are to be guaranteed as fully operational for the period stated in the contract from time of written acceptance by the
<br />State. The contractor shall render prompt service without charge, regardless of geographic location.
<br />d. Sufficient quantities of parts necessary for proper service to equipment shall be maintained at distribution points and service
<br />headquarters.
<br />e. Trained mechanics are regularly employed to make necessary repairs to equipment in the territory from which the service request
<br />might emanate within a 48-hour period or within the time accepted as industry practice.
<br />f. During the warranty period the contractor shall replace immediately any material which is rejected for failure to meet the requirements
<br />of the contract.
<br />g. All services rendered to the State shall be performed in strict and full accordance with the specifications stated in the contract. The
<br />contract shall not be considered complete until final approval by the State's using agency is rendered.
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<br />5.12 DELIVERY REQUIREMENTS-
<br />a. Deliveries shall be made at such time and in such quantities as ordered in strict accordance with conditions contained in the contract.
<br />b. The contractor shall be responsible for the delivery of material in first class condition to the State's using agency or the purchaser
<br />under this contract and in accordance with good commercial practice.
<br />c. Items delivered must be strictly in accordance with the contract.
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