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Section 16. Compliance with Continuing Disclosure Requirements. <br />To the extent necessary to meet the conditions of paragraph (d)(2) of United States <br />Securities and Exchange Commission Rule 15c2-12 (the "Rule"), as applicable to a <br />participating underwriter or remarketing agent for the Bonds, each Owner City will enter <br />into an undertaking in a form acceptable at the time to the participating underwriter or <br />remarketing agent, as the case may be. <br />Section 17. Miscellaneous. <br />(a) Interlocal Agreement. The Member Cities agree: <br />(1) This SCORE Interlocal Agreement is intended to create a separate <br />administrative entity within the meaning of RCW 39.34.030(3) and not a "joint board" <br />within the meaning of RCW 39.34.030(4)(a); <br />(2) The Designated Representative of each Member City is appointed as <br />the "administrator" within the meaning of RCW 39.34.030(4)(a) responsible for <br />administering the Member City's rights and duties set forth in this SCORE Interlocal <br />Agreement; and <br />(3) The Parties will file or post this Agreement as required by <br />RCW 39.34.040. <br />(b) Governing Law. This SCORE Interlocal Agreement shall be governed by <br />and construed in accordance with the laws of the State of Washington. If any dispute <br />arises between the Member Cities under any of the provisions of this SCORE Interlocal <br />Agreement, resolution of that dispute shall be available only through the jurisdiction, <br />venue and rules of the King County Superior Court, King County, Washington. <br />(c) Non -Waiver of Breach. The failure of any Member City to insist upon <br />strict performance of any provision of this SCORE Interlocal Agreement or to exercise any <br />right based upon a breach thereof or the acceptance of any performance during such breach <br />shall not constitute a waiver of any right under this SCORE Interlocal Agreement. <br />(d) Compliance with all Laws. SCORE and the Member Cities shall comply <br />with all federal, state and local laws, rules, regulations, resolutions and ordinances <br />applicable to the performance of this SCORE Interlocal Agreement. <br />(e) Continuation of Performance. In the event that any dispute or conflict <br />arises between the Member Cities while this SCORE Interlocal Agreement is in effect, the <br />Member Cities hereto agree that, notwithstanding such dispute or conflict, they shall <br />continue to make a good faith effort to cooperate and continue work toward successful <br />completion of assigned duties and responsibilities. <br />15 <br />