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Washington, both as to interpretation and performance, and applicable federal laws and
<br /> regulations.
<br /> Any action at law, suit in equity, or judicial proceeding for the enforcement of this Loan
<br /> Agreement or any provision hereof, shall be instituted and maintained only in any of the
<br /> courts of competent jurisdiction at Everett in Snohomish County, unless the City
<br /> determines a federal forum is appropriate to the issue raised.
<br /> VII. MISCELLANEOUS PROVISIONS
<br /> A. Relationship of the Parties
<br /> The parties intend that an independent contractor/county relationship will be created by
<br /> this Agreement. Except to the extent specific Agency performance is required by this Loan
<br /> Agreement or by applicable provisions of law, the City is interested only in the results to
<br /> be achieved and the implementation of services will lie solely with the Agency. No agent,
<br /> officer, employee, servant or representative of the Agency shall be deemed to be an agent,
<br /> officer, employee, servant or representative of the City for any purpose, and none of the
<br /> Agency's employees shall be entitled to any benefits or rights enjoyed by employees of
<br /> the City. The Agency will be solely and entirely responsible for its acts and for the acts of
<br /> its agents, employees, servants, contractors and subcontractors during the performance
<br /> of this Loan Agreement. Nothing in this Loan Agreement shall be construed to render the
<br /> parties partners or joint venturers.
<br /> B. Hold Harmless and Indemnification
<br /> The Agency agrees that it is subject to audit and recovery for any audit exception which
<br /> occurs due to its negligence or failure to comply with the terms of this Agreement. The
<br /> Agency further agrees to protect, save harmless, indemnify, and defend, all at its own
<br /> expense, the City, its elected and appointed officials, officers, employees, and agents,
<br /> from any loss or claim for damages of any nature whatsoever, arising out of the
<br /> performance of this Loan Agreement by the Agency, its officers, employees, agents or
<br /> subcontractors, including claims by the Agency's employees or third parties and including
<br /> litigation costs and reasonable attorneys' fees, except for those damages solely caused
<br /> by the negligence or willful misconduct of the City, its elected or appointed officials,
<br /> officers, employees, or agents.
<br /> C. Recording of Documents
<br /> The Deed of Trust (Exhibit D), the Use Restriction Covenant Agreement (Exhibit E), the
<br /> Assignment, Assumption and Consent Agreement (Exhibit F), and a Priority and
<br /> Subordination Agreement in a form acceptable to the City, shall be acknowledged by each
<br /> of the parties thereto and shall be recorded, at the expense of the Agency, and in the
<br /> name of the Owner, in the official records of the county in which the Project is situated.
<br /> D. Rights in Data
<br /> The City may duplicate, use, and disclose in any manner and for any purposes
<br /> whatsoever, and have others so do, all data delivered under this Loan Agreement. The
<br /> Agency hereby grants to the City a royalty-free, nonexclusive, and irrevocable license to
<br /> Loan Agreement
<br /> Housing Hope Properties
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