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10.2 The City shall save,hold harmless,indemnify and defend the County and WASPC, <br /> its elected and appointed officials,officers,employees and agents from and against <br /> any loss or claim for damages of any nature whatsoever,including claims by third <br /> parties or the City employees against which it would otherwise be immune under <br /> Title 51 RCW or other law, arising out of any act or omission of the City in <br /> performance of this Agreement, its elected or appointed officials, officers, <br /> employees or agents, except to the extent the loss or claim is attributable to the <br /> negligence or willful misconduct of the County, its elected or appointed officials, <br /> officers, employees or agents. <br /> 11.0 GOVERNING LAW AND VENUE <br /> This Agreement shall be governed by,construed,and enforced in accordance with the laws <br /> of the State of Washington without reference to choice of law principles,and venue of any <br /> suit between the parties arising out of this Agreement shall be in the Superior Court of <br /> Snohomish County, Washington. <br /> 12.0 INTEGRATION <br /> This Agreement constitutes the whole and entire agreement among the parties as to the <br /> Task Force and no other understandings,oral,or otherwise,regarding the Task Force shall <br /> be deemed to exist or bind the parties. <br /> 13.0 SEVERABILITY <br /> If any part of this Agreement is unenforceable for any reason the remainder of the <br /> agreement shall remain in full force and effect. <br /> Dated this 21 st day of December ,2020. <br /> "County" "City" <br /> SNOHOMISH COUNTY C EVERETT <br /> Ken Klein Digitally signed 1 Ken Klein <br /> Date:2020.12.21 6:02:1919 <br /> -08'00' <br /> County Executive Date City M Date <br /> COUNCIL USE ONLY <br /> Approved 12/16/20 <br /> Doc File D-21 Interiocal RSO Agreement with Everett 2020-21 Page 6 <br />