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g. Rclationship of the oarhes. No agent, employee or representafive of the County shall be deemed to be an agent, employee or representative of the Cities for any putpose, and the employees of the County are not entitled to any of the benefits the Cities provide to City employees, No agenq employee or representative of the Cities shall be deemed to be an agent, employee or reprcsentative of the County for any purpose, and the employees of the Cities are not entitled to any ofthe benefits the Counfy provides to County employees. 10, I'ionjlele€ation/l.lon-assignment. No party may delegate the performance of aay conhactual obligation to a third party, unless agreed in writing by all other parties. No parly may assign this Agreement wifhout the unitten consent of the other parties' 11. Agreernent not tbr benefit of &ild pa$ies. This Agreement is entered into solely for the benefit ofthe parties hereto and vests no rights in, or is it enforceable by, any third parties. LZ. Governing law: venue. This Agreement shal1 be governed by and construed in accordance with the Laws of State of Washington, The venue for any action to enforce or interpret this Agreemeni shall be in the Kittitas County Superior Court. 13. Eatire agreement; modification. This Agreement constitutes the entire Agreement of tJre parfies. 'fhe provisiols of this Agreement may be rrodified or amended only by wtitten muhral consent ofthe parties. 14. Waiver. A faiture by either parlry to exercise its rights under this Agreement shall not preclude that party from subsequent exercise of such rights and shall not constitute a waiver ofany other rights under this Agreement unless stated to be such in a writing signed by an autlorized representative of the party and attached to the original Agreement. 15. Severabiliw, If uny provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirements of applicable law ald the firndamentai purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. 16. Ratification. Acts taken in conformify with this Agreement prior to its execution are hereby ratified and afftrmed. 17 . Administration aad notices. This Agreement will be administered on behalf of the Cities by, and all uotices to be issued to the Cities shall be addressed to the attention of: City of Ellensburg Attn: Lodging Tax Grant Application 501N. Anderson Street Ellensburg, W A 98926 City of Roslyn Atbr: Lodging T'ax Grant Application 100 E. Pennsylvania Ave Page 10 of 1 1 Page 416 of 452