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9. Relationship of the parties. No agent, employee or representative of the County shall be <br />deemed to be an agent, employee or representative of the Cities for any purpose, and the employees <br />of the County are not entitled to any of the benefits the Cities provide to City employees. No agent, <br />employee or representative of the Cities shall be deemed to be an agent, employee or representative <br />of the County for any purpose, and the employees of the Cities are not entitled to any of the benefits <br />the County provides to County employees. <br />10. Non-delegation/Non-assignment. No party may delegate the performance of any <br />contractual obligation to a third party, unless agreed in writing by all other parties. No party may <br />assign this Agreement without the written consent of the other parties. <br />11. Agreement not for benefit of third parties. This Agreement is entered into solely for the <br />benefit of the parties hereto and vests no rights in, or is it enforceable by, any third parties. <br />12. Governing law; venue. This Agreement shall be governed by and construed in accordance <br />with the Laws of State of Washington. The venue for any action to enforce or interpret this <br />Agreement shall be in the Kittitas County Superior Court. <br />13. Entire agreement; modification. This Agreement constitutes the entire Agreement of the <br />parties. The provisions of this Agreement may be modified or amended only by written mutual <br />consent of the parties. <br />14. Waiver. A failure by either party to exercise its rights under this Agreement shall not <br />preclude that party from subsequent exercise of such rights and shall not constitute a waiver of any <br />other rights under this Agreement unless stated to be such in a writing signed by an authorized <br />representative of the party and attached to the original Agreement. <br />15. Severability. If any provision of this Agreement or any provision of any document <br />incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions <br />of this Agreement which can be given effect without the invalid provision, if such remainder <br />conforms to the requirements of applicable law and the fundamental purpose of this agreement, <br />and to this end the provisions of this Agreement are declared to be severable. <br />16. Ratification. Acts taken in conformity with this Agreement prior to its execution are hereby <br />ratified and affirmed. <br />17. Administration and notices. This Agreement will be administered on behalf of the Cities <br />by, and all notices to be issued to the Cities shall be addressed to the attention of: <br />City of Ellensburg <br />Attn: Lodging Tax Grant Application <br />501 N. Anderson Street <br />Ellensburg, W A 98926 <br />City of Roslyn <br />Attu: Lodging Tax Grant Application <br />100 E. Pennsylvania Ave <br />Page 10 of 11 <br />Page 416 of 452 <br />