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City of Everett/Cocoon House
<br /> 2018 M&0 2060 Agreement
<br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this 2060
<br /> HTF Agreement or any provision thereof shall be instituted and maintained only in any of
<br /> the courts of competent jurisdiction at Everett in Snohomish County, Washington, unless
<br /> the City determines a Federal forum is appropriate to the issue raised.
<br /> XV. RELATIONSHIP OF THE PARTIES
<br /> The parties intend that an independent contractor/City relationship will be created by this
<br /> 2060 HTF Agreement. Except to the extent specific Grantee performance is required by
<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 Grantee. No agent, officer, employee,
<br /> servant, or representative of the Grantee 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 /> Grantee are not entitled to any of the benefits the City provides for City employees. The
<br /> Grantee will be solely and entirely responsible for its acts and for the acts of its agents,
<br /> employees, servants, contractors and subcontractors, or otherwise during the
<br /> performance of this 2060 HTF Agreement. Neither party shall have the power to bind or
<br /> obligate the other party except as set forth in this Agreement. No joint venture is being
<br /> undertaken as a result of this 2060 HTF Agreement and the parties are not general
<br /> partners. Nothing herein shall be construed as reserving to the City the right to control
<br /> the Grantee's business.
<br /> XVI. HOLD HARMLESS AND INDEMNIFICATION
<br /> To the maximum extent permitted by law, the Owner agrees to protect, hold harmless,
<br /> indemnify and defend, at its own expense, City of Everett and its elected and appointed
<br /> officials, officers, employees and agents, from any loss, expense, or claim for damages of
<br /> any nature whatsoever, arising out of the performance of this 2060 HTF Agreement,
<br /> including claims by the Owner's employees or third parties, including litigation costs and
<br /> reasonable attorney's fees, except for those damages caused solely by the negligence or
<br /> willful misconduct of City of Everett, its elected or appointed officials, officers, employees
<br /> or agents acting within the scope of their appointment or employment.
<br /> With respect to the Owner's obligations to hold harmless, indemnify and defend provided
<br /> for herein, but only as such obligations relate to claims, actions or suits filed against the
<br /> County, the Owner further agrees to waive its immunity under the Industrial Insurance Act,
<br /> Title 51 RCW, for any injury or death suffered by the Owner's employees caused by or
<br /> arising out of the Owner's acts, errors or omissions in the performance of this Agreement.
<br /> This waiver is mutually negotiated by the parties.
<br /> XVII. 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
<br /> shall not be affected, and the rights and obligations of the parties shall remain in full force
<br /> and effect and shall be construed and enforced as if the Agreement did not contain the
<br /> particular provision held to be invalid.
<br /> If it should appear that any provision hereof is in conflict with any statute or ordinance of
<br /> the United States, the State of Washington, or City of Everett, said provision which may
<br /> conflict therewith shall be deemed modified to conform to such statutory provision.
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