Common use of DECLARATION OF DEFAULT Clause in Contracts

DECLARATION OF DEFAULT. Upon a declaration of default, County may sue for damages or take any other action allowed by law and, in the event of a major default, exercise takeover provisions, including, without limitation, termination of this Agreement. These remedies are independent, cumulative and not exclusive. The County shall not however be entitled to sue for damages, other than liquidated damages, if it exercises the “take-over” option. The parties acknowledge that the provision of uninterrupted, high quality ambulance service is a critical function necessary to preserve the safety and welfare of the public. In the event of a major default, the County may elect to terminate this Agreement, take over the franchise and provide the emergency ambulance service described herein. In the event of a takeover, the County shall be entitled to operate ambulance service directly or through an alternative provider. To effectuate transfer, the County shall be entitled to immediate and uncontested access to the entire performance security funds provided for in item F., 3 of this section and the equipment provided for in item F., 2 of this section the County shall use the funds and equipment for the reasonable and necessary provision of ambulance services in Washington County, including take-over costs and the costs of securing an alternate interim or permanent provider. The County shall place the funds in a trust, agency or similar account. In addition to the security, the County shall be entitled to receive as liquidated damages, and not as a penalty, the sum of $5,000 per day until the substitute provider commences, but in no event for more than 150 days. An entity authorized in the interim or emergency basis to provide services shall not be considered a substitute provider. The County shall return any remaining security to Metro West Ambulance, without interest. The County shall make diligent, good faith efforts to promptly secure acceptable substitute providers so as to minimize use of the security and the imposed liquidated damages. Metro West Ambulance acknowledges that it had an opportunity to contest this amount, and concurs with the County that it constitutes a reasonable and genuine attempt to estimate damages and costs which are not readily ascertainable or otherwise recoverable.