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8 <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this Agreement or <br /> any provision thereof, shall be instituted and maintained only in any of the courts of competent <br /> jurisdiction at Everett in Snohomish County, unless the City determines a Federal forum is <br /> appropriate to the issue raised. <br /> VII. MISCELLANEOUS PROVISIONS <br /> A. Relationship of the Parties <br /> The parties intend that an independent contractor relationship will be created by this <br /> Agreement. Except to the extent specific Agency performance is required by this Agreement <br /> or by applicable provisions of law, the City is interested only in the results to be achieved and <br /> the implementation of services will lie solely with the Agency. No agent, officer, employee, <br /> servant or representative of the Agency shall be deemed to be an agent, officer, employee, <br /> servant or representative of the City for any purpose, and none of the Agency's employees <br /> shall be entitled to any benefits or rights enjoyed by employees of the City. The Agency will be <br /> solely and entirely responsible for its acts and for the acts of its agents, employees, servants, <br /> contractors and subcontractors during the performance of this HOME Agreement. Nothing in <br /> this HOME Agreement shall be construed to render the parties partners or joint venturers. <br /> B. Hold Harmless and Indemnification <br /> The Agency agrees that it is subject to audit and recovery for any audit exception which occurs <br /> due to its negligence or failure to comply with the terms of this Agreement. The Agency further <br /> agrees to protect, save harmless, indemnify, and defend, all at its own expense, the City, its <br /> elected and appointed officials, officers, employees, and agents, from any loss or claim for <br /> damages of any nature whatsoever, arising out of the performance of this Agreement by the <br /> Agency, its officers, employees, agents or subcontractors, including claims by the Agency's <br /> employees or third parties and including litigation costs and reasonable attorneys' fees, except <br /> for those damages solely caused by the negligence or willful misconduct of the City, its elected <br /> or appointed officials, officers, employees, or agents. <br /> C. 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 a court to be invalid or void, the validity of the remaining provisions shall <br /> not be affected, and the rights and obligations of the parties shall remain in full force and effect <br /> and shall be construed and enforced as if the Agreement did not contain the particular <br /> provision held to be invalid. <br /> If it should appear that any provision hereof is in conflict with any statute or ordinance of the <br /> United States, the State of Washington, or Snohomish City, said provision which may conflict <br /> therewith shall be deemed modified to conform to such statutory provision. <br /> D. Entire Agreement— Modification <br /> 74 - 14 - <br />