10-079 - King County Metro Transit - 2011 ORCA Card Program

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20.0 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 Business Account may not assign or delegate the duties performed under this Agreement without written agreement by the Lead Agency. 21.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS This Agreement constitutes the entire agreement between the Business Account and the Lead Agency, on behalf of all ORCA Agencies, related to the Business Account's use of and access to ORCA Services (but excluding any services which Lead Agency 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 22.0 SEVERABILITY In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid then the meaning of that provision shall be construed, to the extent feasible, to render the provision enforceable, 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 unless the provisions that are invalid and unenforceable substantially impair the value of the entire Agreement to any party. 23.0 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 obligations herein; and (ii) the person(s) executing this Agreement below on the party's behalf is /are duly authorized to do so and that the signatures of such person(s) is /are legally sufficient to bind the party hereunder 24.0 COUNTERPARTS This Agreement may be executed in two (2) 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. rL BY: BUSINESS ACCOUNT Steve Lancaster Title: City Administrator Business Account Name: City of Tukwila Date: A Gu.l' 3 „9.1) ji) Passport Customer Agreement City of Tukwila 1592 October 1, 2010 September 30, 2011 LEAD T: ORTATION AGENCY BY: in Campbell Title: Supervisor of Fare Media Sales Agency King County Metro Transit Date. gr \u Page 11 of 17