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11 <br /> Elements Infringement Claims to the extent the alleged infringement is based on a <br /> modification of the ORCA Elements by an Institution Indemnitee or use by an Institution <br /> Indemnitee of the ORCA Elements other than in accordance with this Agreement. ►he <br /> Institutions shall promptly notify the Lead Agency of, and provide the Participating <br /> Agencies with, information, reasonable assistance and good faith cooperation in their <br /> defense or settlement of any ORCA Elements Infringement Claims. This defense and <br /> indemnification obligation shall include, but is not limited to, all ORCA Elements <br /> Infringements Claims against the Institution Indemnitees by an employee or former <br /> employee of any one of the Participating Agencies, and the Participating Agencies, by <br /> mutual negotiation, expressly waive all immunity and limitation on liability, as respects <br /> the Institution Indemnitees only, under any industrial insurance act, including Title 51 <br /> RCW, other worker's compensation act, disability benefit act, or other employee benefit <br /> act of any jurisdiction which would otherwise be applicable in the case of such claim. <br /> The Participating Agencies' defense and indemnity obligations under this section may be <br /> satisfied by tendering any ORCA Elements Infringement Claims to their contractor(s) or <br /> insurer(s). In the event of litigation between the Parties to enforce the rights under this <br /> subsection, reasonable attorney fees shall be allowed to the substantially prevailing <br /> party. <br /> 10.10 The University will absorb all of its own costs of the custom printing and all other <br /> additional costs associated with implementing the Non-ORCA Elements of the Campus <br /> Card. <br /> 11.0 PURCHASE, OWNERSHIP, DISTRIBUTION AND REPLACEMENT OF ORCA UW <br /> CARDSIORCA CARDS <br /> 11.1 Ordering and Delivering ORCA UW Cards/ORCA Cards. <br /> 11.1.1 The Participating Agencies shall be responsible for providing for the production of <br /> the ORCA Cards in quantities that are sufficient to meet the reasonably anticipated <br /> requirements of the Institutions subject to the Institutions' compliance with the advance <br /> estimating and ordering requirements below. <br /> 11.1.2 The University has previously paid for 64,000 ORCA UW Cards and some or all <br /> of these have been issued to the University as of the date of this Agreement. These <br /> Cards will continue to be issued to the University at no additional charge until the <br /> inventory is depleted. The Lead Agency will track delivery of these cards and notify the <br /> University when the remaining balance of these cards is reduced to 15,000. <br /> 11.1.3 The University will maintain in its possession an inventory of ORCA UW Card <br /> stock, sufficient for one Academic Quarter of reasonably anticipated card distribution and <br /> replacement needs. The University will provide a forecast of its anticipated need for <br /> ORCA UW Cards in March of each year of the estimated quantity of cards needed for <br /> the next calendar year. The University shall place its orders for additional ORCA UW <br /> Cards through the Lead Agency Designated Representative. Orders in excess of 1,000 <br /> cards will be placed at least six (6) weeks in advance of when the stock is required. <br /> Replacement stock will be delivered by the Lead Agency. <br /> 11.1.4 The College will order additional ORCA Cards through the Lead Agency <br /> Designated Representative, and will provide the Lead Agency with at least six (6) week's <br /> notice of card ds ordser excess <br /> ,b ethe College. The College willf 1,000 cards. The Lead Agency maintain will <br /> on hand College <br /> for ORCA Cards Y <br /> 5 6 <br /> Page 11 of 44 Final, October 2011 <br /> U-PASS Agreement <br />