King County Metro 12/27/2016 - Laserfiche WebLink

12. TERMINATION OF AGREEMENT 12.1 Termination for Convenience. Except as otherwise provided in this Agreement, the STATE may terminate this Agreement or any Task Order by giving sixty (60) calendar days written notice to the COUNTY. The COUNTY may also terminate this Agreement or any Task Order by giving sixty (60) calendar days written notice to the STATE. Upon termination of this Agreement, all Task Orders shall automatically terminate. Individual Task Orders may be terminated in the same manner as provided for in this subsection 12.1, unless another manner is provided for in an individual task order, but that termination would not automatically terminate the Master Agreement. 12.2 Termination by the COUNTY for Non-Appropriation or Lack of Funds. The COUNTY may terminate this Agreement or any Task Order in the event that sufficient COUNTY funds are not appropriated, or otherwise become unavailable, to cover performance of any Work undertaken by the COUNTY under this Agreement prior to reimbursement by the STATE. Such termination shall be upon thirty (30) calendar days' written notice to the STATE or at the close of the COUNTY'S current appropriation year, whichever comes first. The COUNTY'S appropriation year ends on December 31St of each year. 12.3 Termination by the STATE for Non-appropriation or Unavailability of Funds. The STATE may terminate this Agreement or any Task Order at any time in the event that appropriated federal or state funds to cover the Work agreed to under this Agreement are withdrawn by federal or legislative action, or otherwise become unavailable. 12.4 Termination by either Party for Breach. Either Party may terminate the Agreement or any Task Order if either Party materially breaches, or fails to perform any of the requirements of the Agreement or any Task Order provided that the breaching Party has failed to cure the condition(s) causing that breach after fourteen (14) days written notice by the non-breaching Party. 12.5 Should a Task Order or the Agreement be terminated under Section 12.1, 12.2, or 12.3 of the Agreement prior to fulfillment of the terms stated therein (termination date), the COUNTY shall only be reimbursed for actual direct salary and related direct non-salary costs properly incurred by the COUNTY prior to the termination date. The cost of any Project Equipment which has been purchased by the COUNTY prior to the termination date shall be reimbursed if the following two conditions are met and approved in writing by STATE, which approval shall not be unreasonably withheld or delayed: i) the COUNTY endeavors to return the Project Equipment for a refund; and ii) the COUNTY is unable, with reasonable efforts not requiring litigation and with STATE's concurrence, which concurrence shall not be unreasonably withheld or delayed„ to obtain a refund for the Project Equipment from the vendor. The COUNTY agrees to follow STATE's instructions for disposal of any Project Equipment thus reimbursed. 12.6 If a Task Order or this Agreement is terminated by either Party to this Agreement under Section 12.4 of the Agreement, the non-breaching Party shall not be obligated to continue to perform pursuant to the Agreement and shall retain all rights and remedies arising from the nonperformance of the breaching Party. GCA 6141 Master Agreement for TDM Work by King County Page 7 of 10