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I <br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this AHTF <br /> Agreement or any provision thereof shall be instituted and maintained only in any of the <br /> courts of competent jurisdiction at Everett in Snohomish County, Washington, unless the <br /> City determines a federal forum is appropriate to the issue raised. <br /> XIX. RELATIONSHIP OF THE PARTIES <br /> The parties intend that an independent contractor/City relationship will be created by this <br /> AHTF Agreement. Except to the extent specific Agency performance is required by this <br /> Agreement, the City is interested only in the results to be achieved and the <br /> 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 officer, employee, <br /> agent, servant, or representative of the City for any purpose, and the employees of the <br /> Agency are not entitled to any of the benefits the City provides for City employees. The <br /> Agency will be solely and entirely responsible for its acts and for the acts of its agents, <br /> employees, servants, contractors and subcontractors during the performance of this <br /> AHTF Agreement. Neither party shall have the power to bind or obligate the other party <br /> except as set forth in this Agreement. No joint venture is being undertaken as a result of <br /> this AHTF Agreement and the parties are not general partners. Nothing herein shall be <br /> construed as reserving to the City the right to control the Agency's business. <br /> XX. HOLD HARMLESS AND INDEMNIFICATION <br /> The Agency agrees to protect, hold harmless, indemnify and defend, at its own expense, <br /> the City of Everett and its elected and appointed officials, officers, employees and <br /> agents, from any loss, expense, or claim for damages of any nature whatsoever, arising <br /> out of the performance of this AHTF Agreement, including claims by the Agency's <br /> employees or third parties, including litigation costs and reasonable attorneys' fees, <br /> except for those damages caused solely by the negligence or willful misconduct of the <br /> City of Everett, its elected or appointed officials, officers, employees or agents acting <br /> within the scope of their appointment or employment. <br /> With respect to the Agency's obligations to hold harmless, indemnify and defend <br /> provided for herein, but only as such obligations relate to claims, actions or suits filed <br /> against the City, the Agency further agrees to waive its immunity under the Industrial <br /> Insurance Act, Title 51 RCW, for any injury or death suffered by the Agency's employees <br /> caused by or arising out of the Agency's acts, errors or omissions in the performance of <br /> this Agreement. This waiver is mutually negotiated by the parties. <br /> XXI. SEVERABILITY <br /> It is understood and agreed by the parties hereto that if any part, term, or provision of <br /> this Agreement is held by a court to be invalid or void, the validity of the remaining <br /> provisions shall not be affected, and the rights and obligations of the parties shall remain <br /> in full force and effect and shall be construed and enforced as if the Agreement did not <br /> contain the particular provision held to be invalid. <br /> City of Everett <br /> AHTF Agreement <br /> Washington Home of Your Own <br /> 17 Page 12 of 15 <br />