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9 <br /> This Agreement has been and shall be construed as having been entered into and delivered <br /> within the State of Washington, and it is mutually understood and agreed by each party hereto <br /> that this Agreement shall be governed by the laws of the State of Washington, both as to <br /> interpretation and performance, and applicable federal laws and regulations. <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 County 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/County relationship will be created by this <br /> Agreement. Except to the extent specific Agency performance is required by this Agreement or <br /> by applicable provisions of law, the County 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 County for any purpose, and none of the employees of the <br /> Agency shall be entitled to any of the benefits or rights enjoyed by employees of the County. <br /> The Agency will be solely and entirely responsible for its acts and for the acts of its agents, <br /> employees, servants, subcontractors, or otherwise during the performance of this Agreement. <br /> Neither party shall have the power to bind or obligate the other party except as set forth in this <br /> Agreement. No joint venture is being undertaken as a result of this Agreement and the parties <br /> are not general partners. Nothing herein shall be construed as reserving to the County the right <br /> to control the Agency's business. <br /> B. Insurance <br /> The County recognizes the Agency is self-insured. The Agency shall provide or purchase <br /> workers' compensation insurance coverage to meet the State of Washington industrial <br /> insurance regulations and cause any contractors or subcontractors working on behalf of the <br /> Agency to also carry such insurance prior to performing work on the Project. The County will <br /> not be responsible for payment of workers' compensation premiums or for any other claim or <br /> benefit for the Agency, its employees, consultants, Project contractors or subcontractors, which <br /> might arise under the State of Washington industrial laws that address workers' compensation. <br /> C. 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, at its own expense, the County, 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, including <br /> claims by the Agency's employees or third parties, except for those damages solely caused by <br /> ADDI Agreement between Page 19 of 23 <br /> City of Everett and Snohomish County <br /> 6 <br />