2006/06/14 Council Agenda Packet

16 8. Term. The term of this Agreement shall be through December 31, 2010, unless terminated sooner by mutual agreement. Upon termination, any unexpended funds will be returned to the contributing Parties in proportion to their contributions. 9. Entire Agreement. This Agreement contains the entire agreement between the Parties 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agreements, representations, or promises and conditions relating to the subject matter of this Agreement are superseded hereby.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. 10. Sole Venue. The Parties 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. 11. Taxes. Each Party 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 Party shall pay in accordance with the proportional payments for each Party, as specified in Section 2. 12. 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. Central Puget Sound Water Suppliers Forum Funding Agreement 1 0 Page 4