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10. Disputes. <br /> The parties agree that, following reasonable attempts at negotiation and compromise, any <br /> unresolved dispute arising under this Agreement may be resolved by a mutually agreed-upon <br /> alternative dispute resolution of arbitration or mediation. <br /> 11. No third party beneficiaries; no joint venture. <br /> This Agreement is for the sole benefit of the City and District and shall not confer third-party <br /> beneficiary status on any non-party to this Agreement. Nothing contained in this Agreement shall <br /> be construed as creating any type or manner of partnership,joint venture or other joint enterprise <br /> between the parties. County employees who provide services under this Agreement shall at all <br /> times be acting in their official capacities as employees of Snohomish County. <br /> 12. Entire Agreement. <br /> This Agreement constitutes the entire agreement between the parties regarding the subject <br /> matter hereof, and supersedes any and all prior oral or written agreements between the parties <br /> regarding the subject matter contained herein. This Agreement may not be modified or amended <br /> in any manner except by written agreement executed by both parties. Both parties recognize that <br /> time is of the essence in the performance and the provisions of this Agreement. <br /> 13. Severability. <br /> A. If a court of competent jurisdiction holds any part, term or provision of this Agreement to <br /> be illegal or invalid, in whole or in part, the validity of the remaining provisions shall not be <br /> affected, and the parties' rights and obligations shall be construed and enforced as if the <br /> Agreement did not contain the particular provision held to be invalid. <br /> B. If any provision of this Agreement is in direct conflict with any statutory provision of the <br /> State of Washington, that provision which may conflict shall be deemed inoperative and <br /> null and void insofar as it may conflict, and shall be deemed modified to conform to such <br /> statutory provision. <br /> 14. Filing. <br /> As provided by RCW 39.34.040, this Agreement shall be filed with the Snohomish County <br /> Auditor, or, alternatively, posted on the website of each party. <br /> 15. Execution in Counterparts. <br /> This Agreement may be executed in two or more counterparts, each of which shall constitute an <br /> original and all of which shall constitute one and the same agreement. <br /> ILA SHD_2019 EVERETT PER CAPITA 4 of 5 <br />