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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 participating <br />underwriter or remarketing agent for the Bonds, each Owner City will enter into an undertaking <br />in a form acceptable at the time to the participating underwriter or remarketing agent, as the case <br />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" within <br />the meaning of RCW 39.34.030(4)(a); <br />(2) The Designated Representative of each Member City is appointed as the <br />"administrator" within the meaning of RCW 39.34.030(4)(a) responsible for administering the <br />Member City's rights and duties set forth in this SCORE Interlocal Agreement; and <br />(3) <br />RCW 39.34.040. <br />The Parties will file or post this Agreement as required by <br />(b) Governing Law. This SCORE Interlocal Agreement shall be governed by and <br />construed in accordance with the laws of the State of Washington. If any dispute arises between <br />the Member Cities under any of the provisions of this SCORE Interlocal Agreement, resolution <br />of that dispute shall be available only through the jurisdiction, venue and rules of the King <br />County Superior Court, King County, Washington. <br />(c) Non -Waiver of Breach. The failure of any Member City to insist upon strict <br />performance of any provision of this SCORE Interlocal Agreement or to exercise any right based <br />upon a breach thereof or the acceptance of any performance during such breach shall not <br />constitute a waiver of any right under this SCORE Interlocal Agreement. <br />(d) Compliance with all Laws. SCORE and the Member Cities shall comply with all <br />federal, state and local laws, rules, regulations, resolutions and ordinances applicable to the <br />performance of this SCORE Interlocal Agreement. <br />(e) Continuation of Performance. In the event that any dispute or conflict arises <br />between the Member Cities while this SCORE Interlocal Agreement is in effect, the Member <br />Cities hereto agree that, notwithstanding such dispute or conflict, they shall continue to make a <br />good faith effort to cooperate and continue work toward successful completion of assigned duties <br />and responsibilities. <br />14 <br />