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Any action at law, suit in equity, or judicial proceeding for the enforcement of this <br /> Agreement or any provision thereof shall be instituted and maintained only in any <br /> of the courts of competent jurisdiction at Everett in Snohomish County, <br /> Washington, unless the City determines a Federal forum is appropriate to the issue <br /> raised. <br /> XXI. RELATIONSHIP OF THE PARTIES <br /> The parties intend that an independent contractor/City relationship will be created <br /> by this Agreement. Except to the extent specific Owner performance is required <br /> by 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 <br /> officer, employee, agent, servant, or representative of the City for any purpose, and <br /> the employees of the Owner are not entitled to any of the benefits the City provides <br /> for City employees. The Owner will be solely and entirely responsible for its acts <br /> and for the acts of its agents, employees, servants, contractors and <br /> subcontractors, or otherwise during the performance of this Agreement. Neither <br /> party shall have the power to bind or obligate the other party except as set forth in <br /> this Agreement. No joint venture is being undertaken as a result of this <br /> Agreement and the parties are not general partners. Nothing herein shall be <br /> construed as reserving to the City the 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 <br /> filed 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 <br /> omissions in the performance of this Agreement. This waiver is mutually <br /> negotiated by the 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 <br /> remaining provisions shall not be affected, and the rights and obligations of the <br /> parties shall remain in full force and effect and shall be construed and enforced as <br /> if the Agreement did not contain the particular provision held to be invalid. <br /> 11 <br />