Northwest Construction 1/18/2022

I such damages within any such thirty (30) day period or, in the event more than thirty (30) days I shall be required to complete any such repairs, the City shall have commenced such repair within such thirty (30) day period and, then, diligently prosecute the same to completion), to cause the maintenance or repair work specified in such notice to be commenced and completed and, in any such event, the City shall reimburse the Port for undertaking the repair work for the total documented cost thereof within thirty (30) days after receipt of written notice therefor, which notice shall include written evidence of such incurred costs. 6. Ownership of City Improvements. The parties agree that all of the City Improvements shall be owned by the City, and the City shall be solely liable and responsible for the maintenance,repair, and replacement of the City Improvements. 7. General Limitations. This Agreement and the rights and privileges granted hereunder shall be subject to and/or limited as follows: (a) The City's use of the License shall be limited to the uses set forth in this 1 Agreement, and subject to the conditions set forth in this Agreement, including but not limited to the Stormwater Requirements and the Construction Requirements. (b) The Port makes no warranties of any kind, express or implied, to the City concerning the condition of or title to the License Area. The City hereby accepts the License Area AS IS, WHERE IS, without any warranties, including but not limited to fitness for a particular purpose. Except to the extent of the Port's intentional misconduct, negligence or breach of this Agreement, and except as otherwise may be provided in the Environmental Indemnification Agreement, the City hereby assumes all risk and liability of its use of the License Area and the exercise of its rights under this Agreement. Except to the extent of the Port's intentional misconduct, negligence or breach of this Agreement, and except as otherwise may be provided in the Environmental Indemnification Agreement, the City hereby unconditionally, irrevocably, and forever discharges, waives, and releases the Port from any and all damages, costs, expenses, liabilities, suits and claims, of any nature whatsoever arising from the grant, condition, or use of the License Area by the City or its invitees, licensees, employees, contractors, or agents. 8. Indemnification. Except as otherwise provided in the Environmental Indemnification Agreement,the City shall and hereby agrees to indemnify,reimburse, defend and 111 hold harmless the Port and its commissioners, representatives, members, affiliates, officers, employees, and agents (collectively, the "Port Parties"), from and against all damages, claims, actions, causes of action, losses, demands, costs, fees (including reasonable attorneys' fees), liabilities or proceedings caused to the Port Property (collectively, "Claims"), arising from or due to the City's [inclusive of the City's representatives, members, subsidiaries, affiliates, officers, employees, contractors, and agents (collectively,the"City Parties")]: (a)use of the License Area; (b) any breach, violation or non-performance of any covenant or agreement in this Agreement; and/or(c) exercise of the rights and privileges herein granted. This duty to indemnify and defend the Port shall continue and survive after the expiration of the Term. If and to the extent (but only if and only to the extent) this Agreement is subject to Section 4.24.115 of the Revised Code of Washington, it is agreed that where such Claims arise from the concurrent negligence of the Port Parties and the City Parties, the City's obligations of indemnity under this Section 7 shall be effective only to the extent of the negligence of the City and in no event shall the Port Parties be -6- I 112558540.8 0073013-00041 '