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may institute a legal action in the King County Superior Court, situated in Seattle, <br />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 and <br />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 thirty <br />(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 in <br />accordance with the terms of this Agreement prior to the effective date of termination. <br />8.2 Termination for Cause. If either Party does not fulfill in a timely and proper manner its <br />obligations under this Agreement, or if either Party violates any of these terms and <br />conditions, the aggrieved Party will give the other Party written notice of such failure or <br />violation. The responsible Parry will be given the opportunity to initiate a correction of <br />the violation or failure within fifteen (15) calendar days. If failure or violation is not <br />corrected within the mutually agreed upon time period, this Agreement may be <br />terminated immediately by written notice of the aggrieved Parry to the other. <br />8.3 Termination for Non -Appropriation or Loss of Grant Funding. This Agreement is <br />contingent upon federal grant funding and local legislative appropriations. As such, in <br />addition to termination for default or convenience, the County may terminate this <br />Agreement for non -appropriation or loss of grant funding by giving not less than thirty <br />(30) calendar days' written notice thereof to the City. <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 Parry who are engaged in the <br />performance of this Agreement shall continue to be employees or agents of that Party and <br />shall not be considered for any purpose to be employees or agents of the other Parry. <br />9.4 Jurisdiction and Venue. The King County Superior Court, situated in Seattle, <br />Washington, shall have exclusive jurisdiction and venue over any legal action arising <br />under this Agreement. <br />9.5 Mutual Negotiation and Construction. This Agreement and each of the terms and <br />provisions hereof shall be deemed to have been explicitly negotiated between, and <br />