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I <br /> indemnified against the sole negligence of the Port Parties or its agents. SOLELY FOR THE <br /> PURPOSE OF EFFECTUATING THE INDEMNIFICATION OBLIGATIONS HEREUNDER, <br /> AND NOT FOR THE BENEFIT OF THEIR EMPLOYEES OR ANY THIRD PARTIES, THE <br /> CITY SPECIFICALLY AND EXPRESSLY WAIVES ANY IMMUNITY THAT MAY BE <br /> GRANTED TO IT UNDER APPLICABLE FEDERAL, STATE OR LOCAL WORKERS <br /> COMPENSATION ACTS OR OTHER EMPLOYEE BENEFIT ACTS, INCLUDING <br /> WITHOUT LIMITATION THE WASHINGTON STATE INDUSTRIAL INSURANCE ACT, <br /> TITLE 51 RCW. The parties acknowledge that the foregoing waiver has been specifically and <br /> mutually negotiated between the parties. Notwithstanding any of the foregoing in this Section 8, <br /> the City has no obligations under this Section 8 arising from or relating to Hazardous Substances. <br /> All of the City's obligations regarding Hazardous Substances are set forth in the Environmental <br /> 1 Indemnification Agreement. <br /> 9. Miscellaneous. <br /> (a) Authority. The Port and the City each hereby represents to the other that <br /> (i)it has the legal right, power and authority to enter into this Agreement and to perform in <br /> accordance with its terms and provisions; (ii)the individual(s)signing this Agreement on its behalf <br /> have the authority to bind the party and to enter into this Agreement; and (iii) it has taken all <br /> required action(s)to legally authorize the execution, delivery, and performance of this Agreement. <br /> (b) No Waiver; Severability. The failure of any Party to insist upon strict <br /> performance of any of the terms, covenants, conditions or agreements contained herein shall not <br /> be deemed a waiver of any rights or remedies that such Party may have, and shall not be deemed <br /> a waiver of any subsequent breach or default in any of the terms, covenants, conditions or <br /> agreements contained herein. Invalidation of any one of the covenants or restrictions set forth in <br /> this Agreement by judgment or court order shall in no way affect all other provisions,which shall <br /> remain in full force and effect. <br /> (c) Counterparts; Successors and Assigns; Recitals and Exhibits;Notices. This <br /> Agreement may be executed in counterparts, all of which taken together shall constitute one <br /> agreement, binding upon and inuring to the benefit of the Parties hereof and their respective <br /> successors and assigns. All recitals and exhibits referred to herein and attached hereto are <br /> incorporated herein by this reference. <br /> (d) Reservation; Amendments; Governing Law. This Agreement may not be <br /> modified except with the mutual consent of the Parties and then, only by written instrument duly <br /> executed by the Parties. The provisions of this Agreement shall be construed as a whole and not <br /> strictly for or against any Party, and shall be governed by and construed in accordance with the <br /> laws of the State of Washington. Notwithstanding anything contained herein to the contrary, this <br /> Agreement is without prejudice to the Port's rights and remedies, whether at law, in equity, or <br /> otherwise, all of which are expressly reserved without limitation. Further, venue for any issues <br /> relating to this Agreement shall be with the Superior Court of Snohomish County, State of <br /> Washington. <br /> (e) Attorneys' Fees. If any legal action or other proceeding is brought to <br /> enforce this Agreement, or because of an alleged dispute, breach, default or misrepresentation in <br /> -7- <br /> I112558540.8 0073013-00041 <br />