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<br /> this Agreement, the City is interested only in the results to be achieved and the
<br /> implementation of services will lie solely with the Owner. No agent, officer,
<br /> employee, servant, or representative of the Owner shall be deemed to be an officer,
<br /> employee, agent, servant, or representative of the City for any purpose, and the
<br /> employees of the Owner are not entitled to any of the benefits the City provides for
<br /> City employees. The Owner will be solely and entirely responsible for its acts and
<br /> for the acts of its agents, employees, servants, contractors and subcontractors, or
<br /> otherwise during the performance of this Agreement. Neither party shall have the
<br /> power to bind or obligate the other party except as set forth in this Agreement. No
<br /> joint venture is being undertaken as a result of this Agreement and the parties are
<br /> not general partners. Nothing herein shall be construed as reserving to the City the
<br /> right to control the Owner's business.
<br /> XXII. HOLD HARMLESS AND INDEMNIFICATION
<br /> To the maximum extent permitted by law, the Owner agrees to protect, hold
<br /> harmless, indemnify and defend, at its own expense, City of Everett and its elected
<br /> and appointed officials, officers, employees and agents, from any loss, expense, or
<br /> claim for damages of any nature whatsoever, arising out of the performance of this
<br /> Agreement, including claims by the Owner's employees or third parties, including
<br /> litigation costs and reasonable attorney's fees, except for those damages caused
<br /> solely by the negligence or willful misconduct of City of Everett, its elected or
<br /> appointed officials, officers, employees or agents acting within the scope of their
<br /> appointment or employment.
<br /> With respect to the Owner'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 County, the Owner further agrees to waive its immunity under the
<br /> Industrial Insurance Act, Title 51 RCW, for any injury or death suffered by the
<br /> Owner's employees caused by or arising out of the Owner's acts, errors or omissions
<br /> in the performance of this Agreement. This waiver is mutually negotiated by the
<br /> parties.
<br /> XXIII. SEVERABILITY
<br /> It is understood and agreed by the parties hereto that if any part, term, or provision
<br /> of 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
<br /> remain in full force and effect and shall be construed and enforced as if the
<br /> Agreement did not contain the particular provision held to be invalid.
<br /> If it should appear that any provision hereof is in conflict with any statute or ordinance
<br /> of the United States,the State of Washington, or City of Everett, said provision which
<br /> may conflict therewith shall be deemed modified to conform to such statutory
<br /> provision.
<br /> XXIV. NOTICES
<br /> Notices and other communications by and between the parties hereto shall be in
<br /> writing, shall be personally delivered or sent by certified mail, return receipt
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