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fees, arising out of or relating to this Agreement,including without limitation claims,actions,
<br /> damages, liability,costs or expenses arising out of or relating to: (a)the Port's use of
<br /> the Controlled Area or from the conduct of the Port or the Port's employees, or agents or
<br /> contractors with respect to any activity engaged in or allowed by the Port in or about
<br /> the Controlled Area,(b) any breach or default in the performance of any obligation on the Port's
<br /> part to be performed under the terms of this Agreement,(c)assertions by landowners adjacent to
<br /> the Controlled Area that the Port or the Port's contractors' activities in the Controlled Area
<br /> {
<br /> unduly restrict access to their property,(d)assertions by those persons who have rights to access
<br /> and/or use the Controlled Area under easements,franchises or other rights of access or use that
<br /> the Port's or Port's contractors' activities or access restrictions cause such persons to be unable
<br /> to exercise such rights,(e)allegations that the methods used by the Port or Port's contractors (or
<br /> their security guards,flaggers, and/or other personnel)to control vehicular and pedestrian traffic
<br /> are inadequate,(f)release of hazardous substances in the Controlled Area by the Port or the
<br /> Port's contractors or(g) any act or omission,negligence or willful misconduct of the Port,or any
<br /> officer, agent,or employee or contractor of the Port,and from all costs,damages,attorneys' fees
<br /> and liabilities incurred in defense of any such claim in any action or proceeding brought
<br /> thereon. This Section shall survive the expiration or termination of this Agreement. For the
<br /> purposes of this Agreement,the claims,actions,damages,liability and expenses for which the
<br /> Port must indemnify,defend and hold harmless the City are referred to as"Covered Claims".
<br /> (b) Concurrent Fault. This Section 8 does not purport to indemnify the City against
<br /> liability for Covered Claims caused by or resulting from the sole gross negligence or willful
<br /> misconduct of the City,its officers, employees and agents. If Covered Claims are caused by or
<br /> result from the concurrent negligence of(i)the City, its officers,employees or agents,and
<br /> (ii)the Port,its agents, servants,employees,officers,subcontractors,sublicensees, sublicensees,
<br /> successors or assigns,then this Section will provide the City the maximum indemnification
<br /> permitted by Iaw.
<br /> (c) Washington Law. This Section 8 is specifically and expressly intended to
<br /> constitute a waiver of the Port's immunity under Washington's Industrial Insurance Act,RCW
<br /> Title 51,to the full extent necessary to provide the City with a full and complete indemnity from
<br /> claims made by the Port and its employees,to the maximum extent allowed by law. THE
<br /> CITY AND THE PORT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS
<br /> OF THIS SECTION WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY
<br /> THEM.
<br /> (d) Waiver and Release. The City shall not be liable to the Port, or its officers,
<br /> agents, employees, customers, contractors or licensees,for any loss, injury or damage to the Port
<br /> or any other person,or to its or their property,irrespective of the cause of such injury,damage or
<br /> loss,unless,and then only to the extent, it is caused by or results from the gross negligence
<br /> or willful misconduct of the City or its employees without contributory negligence on the part
<br /> of the Port or any of its officers, agents,employees,customers,contractors or licensees. As a
<br /> material part of the consideration to the City for this Agreement,the Port hereby waives
<br /> Interlocal Agreement
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