2015/07/15 Council Agenda Packet

agreement, to ensure compliance with all State and Federal regulations pertaining to the agreement and to facilitate appropriate payment between agencies. 9. Contract Administration Compensation. In compensation for administering this agreement, Community Transit shall add an amount equal to three percent (3%) of the total invoice amount to each monthly invoice. This amount shall be paid to Community Transit for its efforts, time, and materials needed to ensure compliance as stated in Section 8 above. In addition, Community Transit shall be paid a one-time lump sum amount of $2,980 toward the start-up cost to facilitate the implementation of this agreement. This lump sum payment shall be included in the first months invoice. 10. Modification. This Agreement may be modified only with the written consent of both parties. 11. Governing Law. This Agreement is entered into under the laws of the State of Washington. If it becomes necessary to interpret any of the Agreement's terms, it is the intent of the Parties that the laws of the State of Washington shall apply. 12. Attorney Fees. If any action or suit arises in connection with this Agreement, the prevailing party (either Community Transit or Everett Transit, as the case may be) shall be entitled to recover all of its reasonable attorneys' fees, costs and expenses in connection therewith, in addition to such other relief as the court may deem proper. 13. Venue. Venue for any dispute arising under or out of this Agreement shall be Snohomish County Superior Court, or the United States District Court for the Western District of Washington. 14. Binding effect on successors, assigns. This Agreement is binding upon and inures to the benefit of the Parties and their respective heirs, legatees, representatives, attorneys, successors, transferees, and assigns. 15. Severability. If any provision of this Agreement is deemed by law to be void, invalid or inoperative for any reason, that provision will be deemed modified to the extent necessary to make it valid or operative or, if it cannot be so modified, then such provision will be deemed severed from this Agreement, with the remaining Agreement continuing in full force and effect as if the Agreement has been signed with the void, invalid or inoperative provision eliminated. 16. No intention to benefit third parties. This Agreement is not intended to benefit any third parties. 17. Counterparts. This Agreement may be signed in any number of multiple counterparts, through original and/or facsimile signature, each of which will be considered to be a duplicate original, and will be considered to be one and the same instrument. 18. Termination. The parties may mutually agree to terminate this Agreement. In addition, this Agreement may be terminated before the expiration date stated in Section 2 by either party with at least 90 days prior written notice to the other party. 3 ET/CT Paratransit Application Processing LOU 8