2011/11/30 Council Agenda Packet

. 27.0 SUCCESSORS AND ASSIGNS This Agreement and all terms, provisions, conditions and covenants hereof shall be binding upon the Parties hereto and their respective successors and assigns; provided, however, the Parties may not assign or delegate the duties performed under this Agreement without written agreement. 28.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS 28.1 This Agreement and the Memorandum of Agreement included as Attachment 7 to this Agreement, constitute the entire agreement between the Institutions and the Participating Agencies, related to the U-PASS Program and the Institutions' use of and access to ORCA Services (but excluding any services which the Lead Agency or other Participating Agencies may provide under a separate written agreement), and completely replaces and supersedes any prior oral or written representations or agreements in relation to fare media consignment and sales or to the ORCA Services. No oral agreements or modifications will be binding on the Parties and any changes shall be effective only upon a written amendment being signed by the Parties. 28.2 Amendments and Modifications. This Agreement may be amended or modified only by written instrument signed by the Parties hereto. 29.0 SEVERABILITY In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid or inconsistent with any federal, state or local law or regulation, then the meaning of that provision shall be construed, to the extent feasible, to render the provision enforceable and valid, and if no feasible interpretation would save such provision, it shall be severed from the remainder of the Agreement which shall remain 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 All Parties agree to immediately attempt to renegotiate such provision that is invalidated or superseded by such laws or regulations. 30.0 AUTHORITY TO EXECUTE Each Party to this Agreement represents and warrants that: (i) it has the legal power and authority to execute and perform this Agreement and to grant the rights and assume its obherein; and (ii) the ) executing this s below the behalfy's is/areduly authorized to o so and that the signatures of such person(s) is/arelegally sufficient to bind the Party hereunder. 31.0 COUNTERPARTS This Agreement may be executed in eight (8) counterparts, each one of which shall be regarded for all purposes as one original. IN WITNESS WHEREOF, the Parties hereto, by their duly authorized representatives, have executed this Agreement as of the Effective Date. 6 6 Page 21 of 44 Final, October 2011 U-PASS Agreement