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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 provision <br /> 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 /> This Agreement constitutes the entire agreement between the parties as to the subject matter <br /> hereof and supersedes all prior discussions and understandings between them. This <br /> Agreement may not be amended or modified in any manner except by an instrument in writing <br /> signed by a duly authorized officer or representative of each of the parties hereto. The City and <br /> the Agency agree that this HOME Agreement shall be modified if necessary to achieve <br /> compliance with HUD requirements. <br /> E. Notices <br /> Written notices and other written communications by and between the parties hereto shall be in <br /> writing, shall be personally delivered or sent by certified mail, return receipt requested, postage <br /> prepaid, and shall be deemed given when so delivered or received. All notices shall be <br /> addressed as follows: <br /> CITY <br /> Dave Koenig <br /> City of Everett <br /> 2930 Wetmore Avenue, Suite 8B <br /> Everett, WA 98201 <br /> - 14 - <br />