2007/12/05 Council Agenda Packet

• This Agreement and all terms,provisions,conditions and covenants hereof shall be binding upon the parties hereto 3 and their respective successors and assigns. All parties,however,agree that they will not assign or delegate the duties to be performed under this Agreement without prior,written approval from the other parties. 11. LEGAL RELATIONS 11.1 No Partnership and No Third Party Beneficiaries It is agreed by THE FEDERAL GOVERNMENT and TRANSPORTATION PARTIES that this Agreement does not create a partnership or joint venture relationship between the parties,and does not benefit or create any rights in a third party. 11.2 Force Majeure TRANSPORTATION PARTIES shall be excused from performance of any responsibilities and obligations under this Agreement,and shall not be liable for damages due to failure to perform,resulting directly or indirectly from causes and circumstances beyond their control,including but not limited to late delivery or nonperformance by vendors of materials or supplies,incidences of fire,flood,snow,earthquake or other acts of nature, accidents,riots, insurrection,terrorism,acts of war,order of any court or civil authority,and strikes or other labor actions. 11.3 Costs of Legal Action THE FEDERAL GOVERNMENT shall be liable for any and all reasonable attorney fees,court costs and other expenses incurred by TRANSPORTATION PARTIES in the event TRANSPORTATION PARTIES pursue legal action to obtain the return of any Federal Employee Pass Cards or amount owing under this Agreement. 12. APPLICABLE LAW,FORUM 12.1 Terms This Agreement shall be governed by and construed according to the laws of the United States of America. Nothing in this Agreement shall be construed as altering or diminishing the rights or responsibilities of the parties as granted or imposed by Federal law. In the event that any litigation may be filed between the parties regarding this Agreement,THE FEDERAL GOVERNMENT and TRANSPORTATION PARTIES agree that personal jurisdiction and venue shall rest in the U.S.District Court of the county where the TRANSPORTATION PARTY pursuing the action resides. 13. DISPUTES Dispute Resolution Procedure All claims or disputes arising out of or relating to this Agreement shall be referred to a panel consisting of THE FEDERAL GOVERNMENT's Manager,Transportation Services,COMMUNITY TRANSIT's Chief Executive Officer,EVERETT TRANSIT's Director of Transportation Services,KITSAP TRANSIT's Executive Director, KING COUNTY's General Manager,Transit Division,PIERCE TRANSIT's Chief Executive Officer, SOUND TRANSIT's CEO,and WASHINGTON STATE FERRIES' Director/CEO or their designees. If this panel is unable to reach a mutually acceptable resolution,it shall appoint another person to serve as mediator in the effort to resolve the claim or dispute. Such mediation shall be required before an action may be filed to adjudicate the claim or dispute in a court of law. 14. ENTIRE AGREEMENT AND AMENDMENT 14.1 Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations and agreements between the parties relating to the subject matter hereof. 14.2 Amendments and Modifications This Agreement may be amended or modified only by written instrument signed by the parties hereto. 15. SAVINGS 15.1 Definition Should any provision of this Agreement be deemed invalid or inconsistent with any federal, state or local law or regulation,the remaining provisions shall continue in full force and effect. All parties agree to immediately attempt to renegotiate such provision that is invalidated or superseded by such laws or regulations. 16. CONTACT PERSONS Federal Employee Pass Agreement Page 8 of 20 US Department of Transportation g Oct. 1,2007—Sept.30,2008 *Amended Sept 25,2007