2021/02/24 Council Agenda Packet

event that any Alliance Member incurs any judgment, awards, and/or cost arising therefrom, including attorneys' fees, to enforce the provisions of this Section, all such fees, expenses, and costs shall be recoverable from the responsible Alliance Member to the extent of that Alliance Member 's culpability as fixed by a court of competent jurisdiction. 11. Entire Agreement. This Agreement, and the exhibits attached hereto, contains the entire agreement between the Alliance Members as to the services to be rendered hereunder. All previous and contemporaneous agreements, representations, or promises and conditions relating to the subject matter of this Agreement are superseded hereby. If any terms, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. All exhibits referenced herein are incorporated into this Agreement as though fully set forth herein. 12. Sole Venue. The Alliance Members agree and stipulate that in the event any litigation should occur concerning or arising out of this Agreement, the sole venue of any legal action shall be the Pierce County Superior Court of the State of Washington and the interpretation of the terms of the Agreement shall be governed by the laws of the State of Washington. 13. Taxes. Each Alliance Member agrees that to the extent any taxes or charges are deemed applicable to the services performed under this Agreement, and if Tacoma is assessed, made liable, or responsible in any manner for such charges or taxes, the Alliance Members shall pay in accordance with the proportional payments for each Alliance Member, as specified in Section 4 of this Agreement. 14. Conflict of Interest. No officer, employee or agent of any Party who exercises any function or responsibilities in connection with the planning and carrying out of the program to which this Agreement pertains, nor any member of the immediate family of any such officer, employee or agent as defined by Tacoma ordinance, shall have any personal financial interest, direct or indirect, in this Agreement, either in fact or in appearance. 15. Severability. The invalidity or any clause, sentence, paragraph, subdivision, section or portion of this Agreement shall not affect the validity of the remainder of the Agreement. 16. Filing. As provided by RCW 39.34.040, this Agreement shall be filed by Tacoma prior to its entry in force with the King County Department of Executive Services Division of Records and Puget Sound Clean Water Alliance Funding Agreement, February 2021 Page 5 of 13