Interfaith Association of Northwest WA 11/17/2022

City of Everett 2022 2060 Agreement XIV. GOVERNING LAW;VENUE STIPULATION This 2060 HTF Agreement has been and shall be construed as having been entered into and delivered within the State of Washington,and it is mutually understood and agreed by each party hereto that this 2060 HTF Agreement shall be governed by the laws of the State of Washington, both as to interpretation and performance,and by applicable Federal laws and regulations. Any action at law, suit in equity, or judicial proceeding for the enforcement of this 2060 HTF Agreement or any provision thereof shall be instituted and maintained only in any of the courts of competent jurisdiction at Everett in Snohomish County, Washington, unless the City determines a Federal forum is appropriate to the issue raised. XV. RELATIONSHIP OF THE PARTIES The parties intend that an independent contractor/City relationship will be created by this 2060 HTF Agreement. Except to the extent specific Grantee performance is required by this Agreement, the City is interested only in the results to be achieved and the implementation of services will lie solely with the Grantee. No agent, officer, employee, servant, or representative of the Grantee shall be deemed to be an officer, employee, agent, servant, or representative of the City for any purpose,and the employees of the Grantee are not entitled to any of the benefits the City provides for City employees. The Grantee will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, contractors and subcontractors, or otherwise during the performance of this 2060 HTF Agreement. Neither party shall have the power to bind or obligate the other party except as set forth in this Agreement. No joint venture is being undertaken as a result of this 2060 HTF Agreement and the parties are not general partners. Nothing herein shall be construed as reserving to the City the right to control the Grantee's business. XVI. HOLD HARMLESS AND INDEMNIFICATION To the maximum extent permitted by law,the Owner agrees to protect,hold harmless,indemnify and defend, at its own expense, City of Everett and its elected and appointed officials, officers, employees and agents,from any loss, expense, or claim for damages of any nature whatsoever, arising out of the performance of this 2060 HTF Agreement, including without limitation claims by the Owner's employees or third parties, including litigation costs and reasonable attorney's fees, except for those damages caused solely by the negligence or willful misconduct of City of Everett,its elected or appointed officials,officers,employees or agents acting within the scope of their appointment or employment. This section shall survive the expiration or termination of this Agreement. This section is specifically and expressly intended to constitute a waiver of Owner's immunity under Washington's Industrial Insurance Act, RCW Title 51,to the full extent necessary to provide the City of Everett with a full and complete indemnity from claims made by Owner and its employees, to maximum extent allowed by law. THE CITY OF EVEREII AND OWNER ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS SECTION WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. 8