2006/03/01 Council Agenda Packet

3 by reason of this Agreement on any persons other than the Parties. 10.4 Assignment/Successors No Party shall assign any interest, obligation, or benefit in this Agreement or transfer any interest in the same, whether by assignment or novation, without prior written consent by the other party. All of the terms, provisions and conditions of this Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors, permitted assigns and legal representatives. 10.5 Governing Law and Venue This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of Washington. Any legal action brought resulting from this Agreement shall be brought in the Superior Court of King County. 10.6 Severability If any of the terms and conditions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remaining terms and conditions unaffected thereby shall remain in full force and effect. The Parties agree to negotiate in good faith to reform the Agreement to replace any invalid or unenforceable term and/or condition with a valid and enforceable term and/or condition that comes as close as possible to the intention of the stricken term - and/or condition. 10.7 Warranty of Right to Enter into Agreement The Parties each warrant that they have the authority to enter into this Agreement and that the persons signing this Agreement have the authority to bind such person's respective entity. 10.8 Future Support SOUND TRANSIT makes no commitment of future support and assumes no obligation for future support of the activity contracted herein except as set forth in this Agreement. 10.9 Exhibits All exhibits referenced in and attached to this Agreement are incorporated herein, except to the extent otherwise provided herein. 10.10 Amendments/Supplements Fundng Assist Agmt ET ST March 06.doc 9