2006/03/01 Council Agenda Packet

at least ninety (90) 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 the party failing to fulfill its obligations has not remedied the failure. The Parties shall make a good faith effort to negotiate the terms of termination, which shall be subject to Dispute Resolution under Section 8 as a condition precedent to any litigation. 7.2 Rights and Duties of Parties upon Termination A termination by any Party shall not extinguish or release either Party from liability, claims or obligations of the terminating Party to third parties existing as of the time of termination. The release and indemnification provisions set forth in this Agreement and all remedial provisions shall survive termination of this Agreement. 8. DISPUTE RESOLUTION The Parties will work collaboratively to resolve disagreements arising from commitments made under this Agreement. Disagreements will be resolved promptly and at the lowest level of authority. The Designated Representatives shall use their best efforts to resolve disputes and _ issues arising out of or related to this Agreement. Each Designated Representative shall notify the other in writing of any problem or dispute the Designated Representative believes needs formal resolution. This written notice shall include a description of the issue to be resolved; a description of the difference between the Parties on the issue; and a summary of steps taken by Designated Representative to resolve the issue. The.Designated Representatives shall meet within five (5) business days of receiving the written notice and attempt to resolve the dispute. In the event the Designated Representatives cannot resolve the dispute (and that dispute is not subject to some other formal appeal process), the SOUND TRANSIT Executive Director or his/her designee and the EVERETT TRANSIT Executive Director or his/her designee shall meet within seven (7) business days of receiving notice from a Designated Representative and engage in good faith negotiations to resolve the dispute. The Parties agree that they shall have no right to seek relief under this Agreement in a court of law until and unless each of these procedural steps is exhausted. If any applicable statute of limitations will or may run during the time that may be required to exhaust the procedural steps set forth above, the Parties agree to seek an order to suspend any proceeding filed in a court of law while the procedural steps set forth above are satisfied. 1 Fundng Assist Agmt ET ST March 06.doc 7