2025/01/29 Council Agenda Packet

3.3.1 Complete mapping of stormwater facilities as modifications or additions are made, or as new information is found related to the stormwater system. 3.3.3 Participate in the review of proposed Capital Improvements (as defined below) and fund the Capital Improvements as set forth in the Parties’ separate agreement(s) for Capital Improvements described in Section 5 below. 3.3.4 Cooperate with the Parties and with local, state, and federal governmental agencies in order to maximize the utilization of any grant funds that may be available to maintain or improve the Premises for its use as intended by this Agreement. 4. DAMAGE TO PREMISES. For any damage caused by a third party, the Port will be solely responsible for the costs of repair or replacement and may complete those repairs or replacement without approval by the other Parties. The Port may retain any funds it recovers from a third party for such losses. 5. CAPITAL IMPROVEMENTS. The Port, City, or County may propose an improvement to the Premises with a useful life greater than two (2) years and cost greater than ten thousand dollars ($10,000) (“Capital Improvement”). If the Parties agree to a Capital Improvement, the Parties will enter into a separate agreement detailing the Parties’ obligations for the financing, design, construction, ownership, and maintenance of the Capital Improvement. Any Party may choose to solely finance, design, construct, and maintain a Capital Improvement in its own discretion subject to the other Parties’ approval, which approval will not be unreasonably withheld. 6. INDEMNIFICATION. 6.1 Duty to Indemnify. Each Party shall defend, indemnify and hold the other Parties, their officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees (“Claim”), arising out of that Party’s negligent acts or omissions in connection with the performance of its obligations and duties under this Agreement, except to the extent the injuries or damages are caused solely by the acts of a Party; provided, that if any such Claim is based on the concurrent negligence of more than one Party, then the indemnifying party’s obligation hereunder applies only to the extent of its negligence. It is further specifically and expressly understood that the indemnification provided in this Section 6 constitutes the Parties’ waiver of immunity under Industrial Insurance Title 51 RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. 6.2 Notice. Each Party shall give the other Parties proper notice as provided herein of any Claim coming within the purview of these indemnities. 6.3 Survival. The provisions of this Section 6 shall survive the expiration or termination of this Agreement. 7. MISCELLANEOUS 7.1 Notice.