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City of Everett <br /> 2020 2060 Agreement <br /> XIV. GOVERNING LAW;VENUE STIPULATION <br /> This HTF Agreement has been and shall be construed as having been entered into and delivered <br /> within the State of Washington, and it is mutually understood and agreed by each party hereto <br /> that this 2060 HTF Agreement shall be governed by the laws of the State of Washington, both as <br /> to interpretation and performance, and by applicable Federal laws and regulations. <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this 2060 HTF <br /> Agreement or any provision thereof shall be instituted and maintained only in any of the courts <br /> of competent jurisdiction at Everett in Snohomish County, Washington, unless the City <br /> determines a Federal forum is appropriate to the issue raised. <br /> XV. RELATIONSHIP OF THE PARTIES <br /> The parties intend that an independent contractor/City relationship will be created by this 2060 <br /> HTF Agreement. Except to the extent specific Grantee performance is required by this <br /> Agreement, the City is interested only in the results to be achieved and the implementation of <br /> services will lie solely with the Grantee. No agent, officer, employee, servant, or representative <br /> of the Grantee shall be deemed to be an officer, employee, agent, servant, or representative of <br /> the City for any purpose,and the employees of the Grantee are not entitled to any of the benefits <br /> the City provides for City employees. The Grantee will be solely and entirely responsible for its <br /> acts and for the acts of its agents, employees, servants, contractors and subcontractors, or <br /> otherwise during the performance of this 2060 HTF Agreement. Neither party shall have the <br /> power to bind or obligate the other party except as set forth in this Agreement. No joint venture <br /> is being undertaken as a result of this 2060 HTF Agreement and the parties are not general <br /> partners. Nothing herein shall be construed as reserving to the City the right to control the <br /> Grantee's business. <br /> XVI. HOLD HARMLESS AND INDEMNIFICATION <br /> To the maximum extent permitted by law,the Owner agrees to protect, hold harmless, indemnify <br /> and defend, at its own expense, City of Everett and its elected and appointed officials, officers, <br /> employees and agents, from any loss, expense, or claim for damages of any nature whatsoever, <br /> arising out of the performance of this 2060 HTF Agreement, including claims by the Owner's <br /> employees or third parties, including litigation costs and reasonable attorney's fees, except for <br /> those damages caused solely by the negligence or willful misconduct of City of Everett, its elected <br /> or appointed officials,officers, employees or agents acting within the scope of their appointment <br /> or employment. <br /> With respect to the Owner's obligations to hold harmless, indemnify and defend provided for <br /> herein, but only as such obligations relate to claims, actions or suits filed against the County,the <br /> Owner further agrees to waive its immunity under the Industrial Insurance Act,Title 51 RCW, for <br /> any injury or death suffered by the Owner's employees caused by or arising out of the Owner's <br /> acts,errors or omissions in the performance of this Agreement. This waiver is mutually negotiated <br /> by the parties. <br /> 8 <br />