Laserfiche WebLink
4 <br /> 19.3 No Waiver. The Business Account agrees that if the Lead Agency does not exercise or <br /> enforce any legal right or remedy which is contained in the Agreement or under <br /> applicable law, this will not be taken to be deemed to be a waiver or modification of the <br /> Lead Agency's rights and remedies, and that those rights or remedies will still be <br /> available to the Lead Agency. <br /> 19.4 Governing Law and Forum. This Agreement and all provisions hereof shall be <br /> interpreted and enforced in accordance with, and governed by, the applicable law of the <br /> State of Washington and of the United States of America without regard to its conflict of <br /> law's provisions. The exclusive jurisdiction and venue for conducting any legal actions <br /> arising under this Agreement shall reside in either the Federal District Court or the State <br /> of Washington Superior.Court, as applicable,that is located in the county in which the <br /> Lead Agency's primary administrative office is located. The Business Account hereby <br /> consents to personal jurisdiction and ventre in said courts and waives any right which it <br /> might have to conduct legal actions involving the Agencies in other forums. <br /> 19.5 Attorneys'Fees and Costs. In the event of litigation between the parties related to this <br /> Agreement, the Court is authorized to award the substantially prevailing party its costs, <br /> fees and expenses including reasonable attorney fees to the extent authorized by the <br /> Court and permitted by applicable law. <br /> 19.6 Survival. Sections 4, 5, 9, 13 and 19 shall survive and remain effective notwithstanding <br /> any termination of this Agreement. <br /> 19.7 Use of ORCA name and logos. The Business Account understands and agrees that the <br /> "ORCA" name and logos are trademarked and that it will not copy or use them and any <br /> other trade names, trademarks, service marks, logos, domain names, and other <br /> distinctive features or intellectual property of the Agencies without written permission. <br /> 20.0 SUCCESSORS AND ASSIGNS <br /> This Agreement and all terms, provisions, conditions and covenants hereof shall be binding <br /> upon the parties hereto, and their respective successors and assigns; provided, however, no <br /> Party may assign or delegate the duties performed under this Agreement without the written <br /> agreement by the Lead Agency, the Business Account and the assignee. <br /> 21.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS <br /> This Agreement constitutes the entire agreement between the Business Account and the Lead <br /> Agency, on behalf of all Agencies, related to the Business Account's use of and access to <br /> ORCA Services(but excluding any services which Lead Agency may provide under a separate <br /> written agreement), and completely replaces and supersedes any prior oral or written <br /> representations or agreements in relation to fare media consignment and sales or to ORCA <br /> Services. No oral agreements or modifications will be binding on the parties and any changes <br /> shall be effective only upon a written amendment being signed by the parties. <br /> ORCA Passport Agreement Page 14 of 23 City of Everett BA ID:1891 <br /> December 1,2010-November 30,2011 <br /> 25 <br />