2010/03/03 Council Agenda Packet

6 A Party terminating its representation under this Agreement shall be obligated to pay its proportional share of costs incurred through the date of its departure. Each Party shall be individually liable for all costs associated with individual work requested from OMW. Each Party agrees to indemnify and hold the other Parties harmless for the costs which that Party individually incurs. 14. Injunctive Relief and Attorneys' Fees. Each Party signing below agrees that the other Parties to this Agreement would suffer irreparable harm for which there is no adequate legal remedy if Joint Defense Information protected by this Agreement was disclosed in violation of this Agreement. Therefore,each Party signing below agrees that a court of competent jurisdiction may order immediate injunctive relief to prevent him, her or it, or any of the Joint Defense Participants, from disclosing or threatening to disclose any information or materials protected by this Agreement,without having to post a bond. In any action or proceeding to enforce compliance with this Agreement, the prevailing Party shall be entitled to recover all of its reasonable attorneys' fees,costs and disbursements incurred therein. 15. Effective Period of this Agreement. This Agreement and all of its terms shall be deemed effective as of the date of the second signature hereto and shall remain in effect until terminated by the resolution of the Refund Claim which shall be evidenced by a termination letter provided by OMW. Any such termination shall be prospective only and shall not affect the obligation to maintain the confidentiality of all information and materials received under this Agreement. Any conclusion or resolution of the Refund Claim as to any individual Party shall not operate to terminate this Agreement. 16. Agreement Fully Understood. Each Party signing below understands the material facts and the terms of this Agreement, agrees to abide by those terms, and is authorized to sign this Agreement. Each Party signing below represents that he, she or it understands both the benefits to be gained by participating in a joint defense and confidentiality agreement as well as the potential detriments of the same. By signing below, each Party represents that it has determined, after consultation with counsel, that the potential benefits of this Agreement outweigh its potential detriments. 17. Notice. The City Manager or Mayor of each entity shall designate a representative ("Designated Representative"). Notice to the Designated Representative shall be undertaken through e-mail contacts, provided, however, that any decision to terminate the participation pursuant to Section 13 of any Party shall be given in writing to OMW: Ogden Murphy Wallace,P.L.L.C. c/o Elana Zana 1601 Fifth Avenue Suite 2100 Seattle,WA 98101 206-442-1308 (ERZ757860.DOC;1\00005.080018\) 6 of 13 21