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9:1 Termination for Cause <br /> Any party may terminate this Agreement in the event the other fails to perform its obligations as described in this <br /> Agreement by providing written notice not less than fourteen(14)days prior to the effective date of termination. <br /> 9.2 Termination for Convenience <br /> Any party may also terminate this Agreement for convenience and without cause by providing the other party with <br /> written notice not less the sixty(60)days in advance. If THE FEDERAL GOVERNMENT has made payments in <br /> advance;THE FEDERAL GOVERNMENT shall be entitled to reimbursement from KITSAP TRANSIT for each <br /> valid Federal Employee Pass Card returned to TRANSPORTATION PARTIES. Such reimbursement shall be at the <br /> monthly rate set forth in Attachment A for the full months remaining in the term of the Agreement. <br /> If THE FEDERAL GOVERNMENT has accrued additional financial obligations to any TRANSPORTATION <br /> PARTY because of the provisions of this Agreement,either prior to termination or because of termination,THE <br /> FEDERAL GOVERNMENT agrees to pay any outstanding amount due to the TRANSPORTATION PARTY. <br /> KITSAP TRANSIT shall invoice THE FEDERAL GOVERNMENT for the amount due according to the procedures <br /> outlined in Section 6. <br /> 10. RECORDS <br /> 10.1 Rights Of Review <br /> Both THE FEDERAL GOVERNMENT and TRANSPORTATION PARTIES shall retain the right to review records <br /> and documents related to this Agreement. If a records review is commenced more than sixty(60)days after the <br /> termination of the contract,the TRANSPORTATION PARTY requesting the review shall give ten(10)days notice <br /> to THE FEDERAL GOVERNMENT of the date on which the records review will begin. <br /> I I. SUCCESSORS'AND ASSIGNS <br /> 11.1 Written Approval <br /> This Agreement and all terms, provisions,conditions and covenants hereof shall be binding upon the parties hereto <br /> and their respective successors and assigns. All parties,however,agree that they will not assign or delegate the <br /> duties to be performed under this Agreement without prior,written approval from the other parties. <br /> 12. LEGAL RELATIONS <br /> 12.1 No Partnership and No Third Party Beneficiaries <br /> It is agreed by THE FEDERAL GOVERNMENT and TRANSPORTATION PARTIES that this Agreement does not <br /> create a partnership or joint venture relationship between the parties,and does not benefit or create any rights in a <br /> third party. <br /> 12.2 Force Majeure <br /> TRANSPORTATION PARTIES shall be excused from performance of any responsibilities and obligations under <br /> this Agreement,and shall not be liable for damages due to failure to perform,resulting directly or indirectly from <br /> causes and circumstances beyond their control,including but not limited to late delivery or nonperformance by <br /> vendors of materials or supplies,incidences of fire,flood,snow,earthquake or other acts of nature,accidents,riots, <br /> insurrection,terrorism,acts of war,order of any court or civil authority,and strikes or other labor actions. <br /> 12.3 Costs of Legal Action <br /> THE FEDERAL GOVERNMENT shall be liable for any and all reasonable attorney fees,court costs and other <br /> expenses incurred by TRANSPORTATION PARTIES in the event TRANSPORTATION PARTIES pursue legal <br /> action to obtain the return of any Federal Employee Pass Cards or amount owing under this Agreement. <br /> 13. APPLICABLE LAW,FORUM <br /> 13.1 Terms <br /> This Agreement shall be governed by and construed according to the laws of the United States of America. Nothing <br /> in this Agreement shall be construed as altering or diminishing the rights or responsibilities of the parties as granted <br /> or imposed by Federal law. In the event that any litigation may be filed between the parties regarding this <br /> Federal Employee Pass Agreement Page 7 of 18 <br /> US Department of Transportation <br /> Oct. 1.2008—Seat.30.2009 <br />