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N. Rule of Construction <br /> In the event of an inconsistency in this Agreement,unless otherwise provided herein,the <br /> inconsistency shall be resolved by giving precedence in the following order: <br /> 1. Section 603 of the Act,Treasury's regulations implementing that section,and guidance issued <br /> by Treasury regarding the foregoing,as well as all other applicable federal statutes, <br /> regulations,executive orders,and interpretive guidance as may become applicable at any <br /> time; <br /> 2. General Terms and Conditions(Exhibit A); <br /> 3. The other Exhibits incorporated by reference herein in the order in which attached;and <br /> 4. Any other provisions whether incorporated by reference herein or otherwise,provided that <br /> nothing herein shall be construed as giving preference to provisions of this Agreement over <br /> any provisions of law. <br /> O. Severabilit, <br /> It is understood and agreed by the parties hereto that if any part,term,or provision of this <br /> Agreement is held by the courts to be illegal,the validity of the remaining provisions shall not be <br /> affected;and the rights and obligations of the parties shall be construed and enforced as if the <br /> Agreement did not contain the particular provision held to be invalid. <br /> If it should appear that any provision hereof is in conflict with any statutory provision of the <br /> United States or the State of Washington,said provision which may conflict,therewith,and shall <br /> be deemed modified to conform to such statutory provision. <br /> P. Hold Harmless-Indemnification <br /> All services to be rendered or performed under this Agreement will be performed or rendered <br /> entirely at the Subrecipient's own risk and the Subrecipient expressly agrees,to the maximum <br /> extent allowed by law,to indemnify,defend and hold harmless the City and all of its officers, <br /> agents,an employees,from any and all liability,claims,suits,charges,judgements,loss or damage, <br /> including reasonable cost of defense they may suffer as a result of claims,demands,actions,or <br /> damages to any and all persons or property,costs or judgments against the City,its officers,agents <br /> and/or employees which result from,arise out of,or are in any way connected with the services to <br /> be performed by the Subrecipient under this Agreement or the subject matter called for in this <br /> Agreement.This section shall survive the expiration or termination of this Agreement. <br /> Q. Disclaimer by the City and United States <br /> 1. The United States has expressly disclaimed any and all responsibility or liability to the City or <br /> third persons for the actions of the City or third persons resulting in death,bodily injury, <br /> property damages,or any other losses resulting in any way from the performance of this award <br /> or any other losses resulting in any way from the performance of the award of Federal funds to <br /> the City under section 603(c)of the Act,or any contract or subcontract under such award. <br /> 2. The City expressly disclaims any and all responsibility or liability to the Subrecipient or third <br /> persons for the actions of the Subrecipient or third persons resulting in death,bodily injury, <br /> property damages,or any other losses resulting in any way from the performance of this <br /> Agreement or any other losses resulting in any way from the performance of the Agreement,or <br /> any subcontract thereto. <br /> EVE R E T T Everett Forward Grant Program Subrecipient Agreement Page 9 <br /> WASHINGION <br />