2007/05/16 Council Agenda Packet

r C. 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 Agreement. The Agency further agrees to protect, save harmless, indemnify, and defend, 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 Agreement, including claims by the Agency's employees or third parties, except for those damages solely caused by the negligence or willful misconduct of the City, its elected or appointed officials, officers, employees, or agents. D. Severability It is understood and agreed by the parties hereto that if any part, term, or provision of this Agreement is held by a court to be invalid or void, the validity of the remaining provisions shall not be affected, and the rights and obligations of the parties shall remain in full force and effect and shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. If it should appear that any provision hereof is in conflict with any statute or ordinance of the United States, the State of Washington, or Snohomish County, said provision which may conflict therewith shall be deemed modified to conform to such statutory provision. E. Entire Agreement— Modification This Agreement constitutes the entire agreement between the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Agreement may not be amended or modified in any manner except by an instrument in writing signed by a duly authorized officer or representative of each of the parties hereto. 4 HOME and ADDI Agreement between City of Everett and HomeSight 25