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7 <br /> this Agreement; for an injunction against any violation by the Agency of this Agreement; <br /> for the appointment of a receiver to take over and operate the HOME activity in <br /> accordance with the terms of this Agreement; or for such other relief as may be <br /> appropriate, it being agreed by the Agency that the injury to the County arising from a <br /> default under the terms of this Agreement would be irreparable and that it would be <br /> extremely difficult to ascertain the amount of compensation of the County which would <br /> afford adequate relief, in light of the purposes and policies of the Program. As an <br /> alternative, the County may submit to arbitration and the parties may agree to be bound <br /> by the arbitration award. <br /> C. Non-Waiver of Breach. <br /> Neither the County's nor the Agency's failure to insist upon strict performance of any <br /> provision of this HOME Agreement, or to exercise any rights or remedies herein, or the <br /> acceptance of any defective performance, shall be construed to be a waiver or <br /> relinquishment of any rights, and shall not prevent the County or the Agency from <br /> pursuing that or any other right at any future time, unless stated in writing signed by an <br /> authorized representative of the County or the Agency and attached to the original <br /> Agreement. <br /> D. Governing Law and Venue Stipulation. <br /> This HOME Agreement has been and shall be construed as having been entered into <br /> and delivered within the State of Washington, and it is mutually understood and agreed <br /> by each party hereto that this Agreement shall be governed by laws of the State of <br /> Washington, both as to interpretation and performance, and applicable Federal laws <br /> and regulations_ <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this HOME <br /> Agreement or any provision thereof, shall be instituted and maintained only in any of <br /> the courts of competent jurisdiction at Everett in Snohomish County, unless the either <br /> party so determines a Federal forum is appropriate to the issue raised. <br /> IV. OTHER REQUIREMENTS <br /> A. Relationship of the Parties. <br /> The parties intend that an independent contractor/county relationship will be created by <br /> this HOME Agreement. The County is interested only in the results to be achieved; the <br /> implementation of services will lie solely with the Agency, unless otherwise specifically <br /> indicated. <br /> B. Hold Harmless and Indemnification. <br /> The Agency agrees that it is subject to audit and recovery for any audit exception which <br /> occurs due to its negligence or failure to comply with the terms of the HOME <br /> Agreement. The Agency further agrees to protect, save harmless, indemnify, and <br /> defend, at its own expense, Snohomish County, its elected and appointed officials, <br /> officers, employees, and agents, from any loss or claim for damages of any nature <br /> whatsoever, arising out of the performance of this Agreement, including claims by the <br /> Agency's employees or third parties, except for those damages solely caused by the <br /> negligence or willful misconduct of Snohomish County, its elected or appointed officials, <br /> officers, employees, or agents. <br /> 52 11 <br />