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then either Party may institute legal action in the King County Superior Court situated <br /> in Seattle, Washington, unless another venue is mutually agreed to in writing. <br /> 7.6 The Parties agree that they shall have no right to seek relief in a court of law until <br /> and unless each of the above procedural steps has been exhausted. <br /> 8. TERMINATION <br /> 8.1 Termination for Convenience. Either Party may terminate this Agreement upon <br /> thirty (30) days written notice to the other Party. In the event of termination of this <br /> Agreement,the Parties shall be liable only for performance rendered or costs incurred <br /> in accordance with the terms of this Agreement prior to the effective date of <br /> termination. <br /> 8.2 Termination for Cause. If either Party does not fulfill in a timely and proper manner <br /> its obligations under this Agreement, or if either Party violates any of these terms <br /> and conditions, the aggrieved Party will give the other Party written notice of such <br /> failure or violation. The responsible Party will be given the opportunity to initiate a <br /> correction of the violation or failure within fifteen (15) calendar days. If failure or <br /> violation is not corrected within the mutually agreed upon time period, this <br /> Agreement may be terminated immediately by written notice of the aggrieved Party <br /> to the other. <br /> 8.3 Termination for Non-Appropriation or Loss of Grant Funding. In addition to <br /> termination for default, the County may terminate this Agreement for non- <br /> appropriation or loss of state grant funding by giving not less than thirty (30) <br /> calendar days' written notice thereof to ET. <br /> 9. LEGAL RELATIONS <br /> 9.1 No Third Party Beneficiaries. It is understood that this Agreement is solely for the <br /> benefit of the Parties hereto and gives no right to any other person or entity. <br /> 9.2 No Partnership or Joint Venture. No joint venture, agent-principal relationship or <br /> partnership is formed as a result of this Agreement. <br /> 9.3 Independent Capacity. The employees or agents of each Party who are engaged in <br /> the performance of this Agreement shall continue to be employees or agents of that <br /> Party and shall not be considered for any purpose to be employees or agents of the <br /> other Party. <br /> Regional Transit ORCA Marketing <br /> and TDM Project Agreement Between <br /> The City of Everett and King County <br /> Metro <br /> Page Sof 12 <br />