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right at any future time, unless stated in a writing signed by an authorized representative <br /> of the City and attached to the original Agreement. <br /> XVIII. GOVERNING LAW;VENUE STIPULATION <br /> This AHTF Agreement has been and shall be construed as having been entered into and <br /> delivered within the State of Washington, and it is mutually understood and agreed by <br /> each party hereto that this AHTF Agreement shall be governed by the laws of the State of <br /> Washington, both as to interpretation and performance, and by applicable federal laws <br /> and regulations. <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 Owner performance is required by this <br /> Agreement, the City is interested only in the results to be achieved and the implementation <br /> of services will lie solely with the Owner. No agent, officer, employee, servant, or <br /> representative of the Owner shall be deemed to be an officer, employee, agent, servant, <br /> or representative of the City for any purpose, and the employees of the Owner are not <br /> entitled to any of the benefits the City provides for City employees. The Owner will be <br /> solely and entirely responsible for its acts and for the acts of its agents, employees, <br /> servants, contractors and subcontractors during the performance of this AHTF Agreement. <br /> Neither 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 AHTF Agreement <br /> and the parties are not general partners. Nothing herein shall be construed as reserving <br /> to the City the right to control the Owner's business. <br /> XX. HOLD HARMLESS AND INDEMNIFICATION <br /> The Owner 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 agents, <br /> from any loss, expense, or claim for damages of any nature whatsoever, arising out of the <br /> performance of this AHTF Agreement, including claims by the Owner's employees or third <br /> parties, including litigation costs and reasonable attorneys' fees, except for those <br /> damages caused solely by the negligence or willful misconduct of the City of Everett, its <br /> elected or 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 provided <br /> for herein, but only as such obligations relate to claims, actions or suits filed against the <br /> City, 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 /> City of Everett <br /> AHTF Agreement <br /> HopeWorks Station Residential LLLP <br /> Page 11 of 15 <br />