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Everett Forward Grant Program | Subrecipient Agreement | Page 9 <br />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 /> <br />O. Severability <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 /> <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 /> <br />P. Hold Harmless - Indemnification <br /> <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 /> <br />Q. Disclaimer by the City and United States <br /> <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 /> <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 />