2021/06/30 Council Agenda Packet

DocuSign Envelope ID: 06CC5756-85D6-4B22-92FD-F6421337EFD7 13.0 TERMINATION OF AGREEMENT Either Party may terminate this Agreement, in whole or in part, in writing, if the other party substantially fails to fulfill its obligations under this Agreement through no fault of the other Party, provided that insofar as practicable, the Party terminating the Agreement will give the other Party the following: a. Written notice or intent to terminate 30 calendar days prior to the date of termination stating the manner in which the other Party has failed to perform the obligations under this Agreement; and b. An opportunity for the other Party to cure the default within 30 days of the notice of the intent to terminate. In such case, the notice will state the time period in which cure is permitted and any other appropriate conditions. If the Party on notice fails to remedy the default or the breach to the satisfaction of the Party not at fault within the time period established in the Notice of Termination, or any extension granted by the Party not at fault, then this Agreement will be deemed terminated 13.1 Termination for Convenience Either Party may terminate this Agreement for convenience, by providing the other Party written notice of intent to terminate at least 90 days before a scheduled service change. 13.2 Rights and Duties of Parties upon Termination Termination of this Agreement, by either Party, does not extinguish or release that Party from liability, claims, or obligations to the other Party existing as of the time of termination. Any costs incurred prior to proper notification of termination will be borne by the Parties in accordance with the terms of this Agreement and this Section. The release and indemnification provisions set forth in this Agreement and all remedial provisions shall survive termination of this Agreement. Upon termination of this Agreement by expiration or any other means, the Parties agree to work together in good faith to develop a coordinated plan for terminating the scope of work rendered up until the time of termination. Further, in the case of termination for conveyance only, the terminating Party will pay reasonable contract close-out costs to the other Party. In the event that the Agreement is terminated due to the City's default, any damages owing to Sound Transit will be offset against any final expenses charged to Sound Transit. 14.0 EFFECTIVE DATE AND TERM OF AGREEMENT 14.1 Term This terms Agreement shall take effect on January 1, 2021. This Agreement will expire on December 31, 2025, with anoption toextend the agreementforthreemore years. GA 0127-20 Page 13 of 24