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12.3 No Third -Party Beneficiary. Nothing in this Agreement is intended to create any <br />rights in any entity not a party to this Agreement nor shall any entity be considered a third party <br />beneficiary to this Agreement. <br />12.4 Treaty Rights Preserved. Nothing in this Agreement shall grant any jurisdiction <br />to the State or to State court over any issue involving the Treaty rights of the Yakama Nation nor <br />over any issue involving the Yakama Reservation. Nothing in this Agreement is a recognition or <br />acknowledgment that the Endangered Species Act applies to Yakama Treaty rights. <br />12.5 No Public Official Liability. No provision of this Agreement nor any authority <br />granted by this Agreement is intended to create or result in any personal liability for any public <br />official or employee or agent of a Party, nor shall any provision or provisions of this Agreement <br />be construed to create any such liability. <br />12.6 Severability. If any term or provision of this Agreement, or the application <br />thereof to any person or circumstances, shall to any extent be invalid or unenforceable, the <br />remainder of this Agreement or the application of such term or provision to persons or <br />circumstances other than those as to which it is held invalid or unenforceable shall not be <br />affected thereby, and each term and provision of this Agreement shall be valid and enforced to <br />the fullest extent permitted by law. Further, the Parties shall negotiate in good faith regarding <br />amendments to this Agreement that would, to the maximum extent possible, effectuate the intent <br />of any provision determined to be invalid or unenforceable. <br />12.7 Construction. This Agreement has been freely and fairly negotiated by the Parties <br />hereto and has been reviewed and discussed by legal counsel for each of the Parties, each of <br />whom has had the full opportunity to modify the draftsmanship hereof and, therefore, the terms <br />of this Agreement shall be construed and interpreted without any presumption or other rule <br />requiring constructional interpretation against the Party causing the drafting of the Agreement. <br />12.8 Successors. This Agreement shall be binding on any and all successors or <br />assignees of the Parties. <br />12.9 Complete Agreement. This Agreement contains the complete statement of the <br />understanding of the Parties with respect to the subject matter of this Agreement. There are no <br />other representations, agreements, or understandings, oral or written, by the Parties relating to <br />the subject matter of this Agreement that are not fully expressed in this Agreement. Each Party <br />acknowledges and represents to the other Party that it is executing this Agreement solely in <br />reliance upon its own judgment and knowledge and that it is not executing this Agreement based <br />upon the representation or covenant of the other Party, or anyone acting on such Party's behalf, <br />except as expressly stated herein. <br />12.10 Amendment. This Agreement maybe modified or amended at anytime with the <br />written consent of all Parties to the Agreement at the time of the modification or amendment. <br />12.11 Filing. This Agreement shall be filed with the county auditor of each <br />participating county and with any jurisdictional state officer, consistent with Chapter 39.34 <br />RCW. <br />-8- <br />50630776.1 <br />