Laserfiche WebLink
DocuSign Envelope ID: AE8E006C-30A5-4332-AF1 E-D6ACDCECFAF7 <br />GENERAL TERMS AND CONDITIONS <br />INTERAGENCY AGREEMENT <br />STATE FUNDS <br />18. TERMINATION FOR CONVENIENCE <br />Except as otherwise provided in this Contract, COMMERCE may, by ten (10) business days written <br />notice, beginning on the second day after the mailing, terminate this Contract, in whole or in part. If <br />this Contract is so terminated, COMMERCE shall be liable only for payment required under the terms <br />of this Contract for services rendered or goods delivered prior to the effective date of termination. <br />19. TERMINATION PROCEDURES <br />Upon termination of this contract, COMMERCE, in addition to any other rights provided in this <br />contract, may require the Contractor to deliver to COMMERCE any property specifically produced or <br />acquired for the performance of such part of this contract as has been terminated. The provisions of <br />the "Treatment of Assets" clause shall apply in such property transfer. <br />COMMERCE shall pay to the Contractor the agreed upon price, if separately stated, for completed <br />work and services accepted by COMMERCE, and the amount agreed upon by the Contractor and <br />COMMERCE for (i) completed work and services for which no separate price is stated, (ii) partially <br />completed work and services, (iii) other property or services that are accepted by COMMERCE, and <br />(iv) the protection and preservation of property, unless the termination is for default, in which case <br />the Authorized Representative shall determine the extent of the liability of COMMERCE. Failure to <br />agree with such determination shall be a dispute within the meaning of the "Disputes" clause of this <br />contract. COMMERCE may withhold from any amounts due the Contractor such sum as the <br />Authorized Representative determines to be necessary to protect COMMERCE against potential loss <br />or liability. <br />The rights and remedies of COMMERCE provided in this section shall not be exclusive and are in <br />addition to any other rights and remedies provided by law or under this contract. <br />After receipt of a notice of termination, and except as otherwise directed by the Authorized <br />Representative, the Contractor shall: <br />A. Stop work under the contract on the date, and to the extent specified, in the notice; <br />B. Place no further orders or subcontracts for materials, services, or facilities except as may be <br />necessary for completion of such portion of the work under the contract that is not terminated; <br />C. Assign to COMMERCE, in the manner, at the times, and to the extent directed by the Authorized <br />Representative, all of the rights, title, and interest of the Contractor under the orders and <br />subcontracts so terminated, in which case COMMERCE has the right, at its discretion, to settle or <br />pay any or all claims arising out of the termination of such orders and subcontracts; <br />D. Settle all outstanding liabilities and all claims arising out of such termination of orders and <br />subcontracts, with the approval or ratification of the Authorized Representative to the extent the <br />Authorized Representative may require, which approval or ratification shall be final for all the <br />purposes of this clause; <br />E. Transfer title to COMMERCE and deliver in the manner, at the times, and to the extent directed <br />by the Authorized Representative any property which, if the contract had been completed, would <br />have been required to be furnished to COMMERCE; <br />F. Complete performance of such part of the work as shall not have been terminated by the <br />Authorized Representative; and <br />State of Washington Interagency Agreement Updated August 2019 <br />Department of Commerce Page 7 <br />