Housing Hope HCS-15-42-1213-198(1) 7/25/2016

VII. MISCELLANEOUS PROVISIONS A. Relationship of the Parties The parties intend that an independent contractor/ City relationship will be created by this Loan Agreement. Except to the extent specific Agency performance is required by this Loan Agreement or by applicable provisions of law, the City is interested only in the results to be achieved and the implementation of services will lie solely with the Agency. No agent, officer, employee, servant or representative of the Agency shall be deemed to be an agent, officer, employee, servant or representative of the City for any purpose, and none of the Agency's employees shall be entitled to any benefits or rights enjoyed by employees of the City. The Agency will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, contractors and subcontractors during the performance of this Loan Agreement. Nothing in this Loan Agreement shall be construed to render the parties partners or joint venturers. B. Hold Harmless and Indemnification The Agency agrees that it is subject to audit and recovery for any audit exception which occurs due to its negligence or failure to comply with the terms of this Loan Agreement. The Agency further agrees to protect, save harmless, indemnify, and defend, all at its own expense, the City, its elected and appointed officials, officers, employees, and agents, from any loss or claim for damages of any nature whatsoever, arising out of the performance of this Loan Agreement by the Agency, its officers, employees, agents or subcontractors, including claims by the Agency's employees or third parties and including litigation costs and reasonable attorneys' fees, except for those damages solely caused by the negligence or willful misconduct of the City, its elected or appointed officials, officers, employees, or agents. C. Recording of Documents The Deed of Trust (Exhibit D) and the Use Restriction Covenant Agreement (Exhibit E) shall be acknowledged by each of the parties thereto and shall be recorded, at the expense of the Agency, in the official records of Snohomich County. D. Rights in Data The City may duplicate, use, and disclose in any manner and for any purposes whatsoever, and have others so do, all data delivered under this Loan Agreement. The Agency hereby grants to the City a royalty-free, nonexclusive, and irrevocable license to publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all data now or hereafter covered by Amended HOME Loan Agreement Housing Hope's Kennedy Court Improvement Project Page 48 of 53