Res-2021-158 Interlocal - Laserfiche WebLink

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parties, This clause does not apply to the provisions of the REVENUE SHARING section in this Agreement, TERMINATION a, Termination for Gonvenience Except as otherwise provided in this Agreement, either party may terminate this Agreement by providing written notice of such termination to the other specifying the effective date thereof, at least five (5) calendar days prior to such date, lf this contract is so terminated, the AOC shall be liable only for payment for work completed and accepted prior to the effective date of termination. b. Termination for Cause If either party does not fulfill in a timely and proper manner its obligations under this Agreement, or if either party violates any of these terms and conditions, the aggrieved parly will give the other party written notice of such failure or violation, The resfonsible party will be given the opporlunity to correct the violation or failure within 15 working days, lf failure or vlolation is not corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to the other party, DISPUTES ln the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board in the following manner: Each party to this Agreement shall appoint one member to the Dispute Board, The members so appointed shalljointly appoint an additional member to the Dispute Board, The Dispute Board shall review the facts, agreement terms and applicable statutes and rules and make a determination of the dispute, The determination of the Dispute Board shall be final and binding on the parties hereto, GOVERNANCE This Agreement is entered into pursuant to and under the authority granted by the laws of the state of Washington and any applicable federal laws. The provisions of this Agreement shall be construed to conform to those laws. ln the event of an inconsistency in the terms of this Agreement, or between its terms and anyapplicable statute or rule, the inconsistency shall be resolved by giving precedence in thefollowing order: a. Applicable state and federal statutes and rules;'b. Statement of work; and c, Any other provisions of the Agreement including materials incorporated by reference, ASSIGNMENT The work to be provided under this Agreement, and any claim arising thereunder, is notassignable or delegable by either party in whole or in pirt, without thl exprebs prior writtenconsent of the other party, which consent shall not be unreasonably withheld, SAVINGS In the event funding from state, federal, or other sources is withdrawn, reduced, or limited in anyway after the effective date of this Agreement and prior to normal completion, the AoC mayterminate the Agreement under the 'rTermination for convenierce" clause, wiirrout the 1ve daynotice requirement, subject to renegotiation underttrose new funding limitations and conditions.Aoc, at its discretion, may also etelt to amend the Agreement to reflect a budget reduction t4A22101 Page 4 ofS