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by implication, as a waiver by the Agency of any right to insist upon the strict <br /> performance of any term or condition of the Agreement or to exercise or delay the <br /> exercise of any right or remedy provided in the Agreement or by law, or as the <br /> acceptance of(or payment for)materials, equipment, or services, or to release the <br /> Bank from any responsibilities or obligations imposed by this Agreement or by <br /> law. <br /> 13. PERFORMANCE <br /> Acceptance by the Agency of unsatisfactory performance with or without <br /> objection or reservation shall neither waive the right to claim damage for breach <br /> nor constitute a waiver of requirements for satisfactory performance of any <br /> obligation remaining to be performed by the Bank. <br /> 14. GOVERNING LAW; JURY TRIAL <br /> This Agreement shall be governed in all respects by, and construed in accordance <br /> with, the law and statutes of the state of Washington. The venue of any action <br /> hereunder shall be exclusively in the Superior Court for S N o In a"Al tk <br /> County, Washington. The Bank, by execution of this Agreement, acknowledges <br /> the jurisdiction of the courts of the State of Washington in this matter. <br /> 15. SUBCONTRACT/ASSIGNMENT <br /> The Bank shall not subcontract or assign its obligations under this Agreement <br /> without the prior written consent of the Contract Administrator. The Bank shall 1} <br /> be responsible to ensure that all requirements of the Agreement shall be <br /> communicated to any and all Subcontractors. <br /> Substitution of another financial institution to act as the Bank under this <br /> Agreement may occur in the event of a takeover, merger, or acquisition. In this <br /> event, the successor bank shall provide an automatic continuation of all terms of <br /> this Agreement, provided the successor bank can meet all required terms of the <br /> Agreement. However, the Agency reserves the right to terminate the Agreement <br /> in the event a successor bank is substituted, after providing 60 calendar days' <br /> written termination notice. <br /> 16. SCOPE OF SERVICES <br /> The Bank agrees to provide custody, record keeping, and cash management, as <br /> further described in the Office of the State Treasurer RFP (Exhibit A) and the <br /> Bank's Proposal (Exhibit B), under the terms of this Agreement, subject to the <br /> provisions of Section 4-Consideration. <br /> Statewide Custody Provider Program <br /> Agreement for Custody Services 6 <br />