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10. ASSIGNMENT <br />The parties shall not assign this Agreement or any interest, obligation or duty <br />therein without the express written consent of the other party. <br />11. ATTORNEYS' FEES <br />If a Loan Default occurs and if the City or Park District should employ attorneys or <br />incur expenses for the enforcement of any obligation or agreement of the City or <br />Park District contained herein, the non prevailing party on demand will pay to the <br />prevailing party the reasonable fees of such attorneys of the prevailing party and <br />the reasonable costs so incurred, including, without limitation, reasonable fees and <br />costs of court appeals. <br />12. MISCELLANEOUS <br />a. All of the covenants, conditions and agreements in this Agreement shall <br />extend to and bind the legal successors and assigns of the parties hereto. <br />b. This Agreement shall be deemed to be made and construed in accordance <br />with the laws of the State of Washington. Jurisdiction and venue for any action <br />arising out of this Agreement shall be in King County, Washington. <br />C. The captions in this Agreement are for convenience only and do not in any <br />way limit or amplify the provisions of this Agreement. <br />d. Unless otherwise specifically provided herein, no separate legal entity is <br />created hereby, as each of the parties is contracting in its capacity as a municipal <br />corporation of the State of Washington. The identity of the parties hereto is as set <br />forth hereinabove. <br />e. The performances of the duties of the parties provided hereby shall be done <br />in accordance with standard operating procedures and customary practices of the <br />parties. <br />f. No provision of this Agreement shall relieve either party of its public agency <br />obligations and or responsibilities imposed by law. <br />g. If any term or provision of this Agreement or the application thereof to any <br />person or circumstance shall, to any extent, be held to be invalid or unenforceable <br />by a final decision of any court having jurisdiction on the matter, the remainder of <br />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 <br />INTERLOCAL AGREEMENT <br />Page 5 of 6 <br />