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General Provisions - 6 <br />from a default under and of the terms of this Agreement would be irreparable and that it would <br />be extremely difficult to ascertain the amount of compensation to the City which would afford <br />adequate relief, in light of the purposes and policies of the 2060 Housing Trust Fund. As an <br />alternative, the City may, in its sole discretion, submit the matter to arbitration. <br />XII. Nonwaiver of Breach <br />The City's failure to insist upon strict performance of any of the terms of this Agreement, or to <br />exercise any rights or remedies herein, or its acceptance of any defective performance in any one <br />or more instances, shall not be construed to be a waiver or relinquishment of any rights, and shall <br />not prevent the City from pursuing that or any other right at any future time. <br />XIII. Governing Law/Venue <br />This Agreement has been and shall be construed as having been entered into and delivered within <br />the State of Washington, and it is mutually understood and agreed by each party hereto that this <br />2060 HTF Agreement shall be governed by the laws of the State of Washington, both as to <br />interpretation and performance, and by applicable Federal laws and regulations. Exclusive venue <br />for any lawsuit arising out of this Agreement shall be in the Superior Court for Snohomish County, <br />Washington. <br />XIV. Personnel <br />A. The parties intend that an independent contractor relationship will be created by this <br />Agreement. The City is interested only in the results to be achieved. The <br />implementation of the Project will lie solely with Subrecipient. No agent, employee, or <br />representative of Subrecipient shall be deemed to be an employee, agent, servant or <br />representative of the City for any purpose, and the employees of Subrecipient are not <br />entitled to any of the benefits the City provides for City employees. Subrecipient will be <br />solely and entirely responsible for its acts and for the acts of its agents, employees, <br />servants, subcontractors, during the performance of this Agreement. <br />B. Subrecipient shall provide all personnel required to perform the Project under this <br />Agreement. Such personnel shall not be employees of or have any contractual <br />relationship with the City. All personnel engaged in the work pursuant to this <br />Agreement shall be fully qualified and shall be authorized or permitted under state and <br />local law to perform such service. <br />C. Subrecipient shall be responsible for supervision of the Project. <br />D. No member of Subrecipient's governing body or its personnel shall have any direct or <br />indirect personal financial interest in this Agreement which affects his/her personal <br />interest or the interest of any private corporation, partnership or association in which <br />he/she is directly or indirectly interested. For the purposes of this section, partial <br />ownership of publicly traded businesses is not a “direct or indirect interest” unless such <br />partial ownership is sufficiently large as to be able to control the business in whole or in <br />part. <br />XV. Hold Harmless Provision <br />A. Except as otherwise provided in this section, Subrecipient hereby agrees to defend and <br />indemnify and hold harmless the City from any and all Claims arising out of, in connection <br />with, or incident to (1) any breach of this Agreement or (2) any negligent or intentional <br />acts, errors, omissions, or conduct by Subrecipient (or its employees, agents,