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7/8; 2021
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<br />202107080970 Document:EA.SENIENT Rec: S225.00 Page-6 of 14
<br />Record Date:7/8/2021 3:34 PM Snohomish County, WA
<br />such due date at a rate of 12% per annum or the highest rate then permitted by law, whichever is less until
<br />paid in full. Any invoices provided to the City shall be delivered to the following person at the following
<br />address: -
<br />City's representative: City of Everett
<br />Public Works Department
<br />3200 Cedar Street
<br />Maintenance Superintendent
<br />5. Ie'1:odifications/Relocati6n ;.j �i hm Party may require modifications or relocations of the
<br />Shared Stormwater System. The City will coijoete such required modifications or relocations that are
<br />required by the City at its sole cost. The RCITar-tries will complete such required modifications or
<br />3gj
<br />relocation required by the RCI Parties at the RCI I'as:ties' sole cost. A modification or relocation of the
<br />Shared Stormwater System made necessary by th�g�&C f Parties' excavation, sitework or other construction
<br />or development work or by compliance with applicabl '` I eeriug standards or other regulations shall be
<br />deemed to be required by the RCI Parties and shall bdt RCI Parties' sole cost Any modification or
<br />.. --
<br />relocation of the Shared Stormwater System must (i) con#l'y�with all applicable law, permitting
<br />requirements, prudent construction practices and take intdunt other existing utilities and
<br />infrastructure in the proximity of the Shared Stormwater Sy eth, and (ii) provide uninterrupted, adequate
<br />stormwater conveyance, management and treatment for the WstCl Property System and Riverfront
<br />Blvd in accordance with then -current stormwater standards_ t
<br />6. Assignment. The RCI Parties may assign their rights -and obligations herein to the
<br />Landfill Owners Entity established in accordance with Section 13 oe� LEIA, provided that (i) the
<br />Landfill Owners Entity assumes all obligations and liabilities under this Agreement in a written
<br />assignment and assumption agreement- executed by the RCI Parties and thq. dfilI Owners Entity and
<br />(ii) prior to such assignment, the Landfill Owners Entity's organizational documents (including its articles
<br />and bylaws) are duly executed and filed as set forth in the LEIA and the Landfill CC&Rs (as defined in
<br />the LEIA) are duly executed and recorded as set forth in the LEIA.
<br />7. Indemnification, Each Party (in such capacity, the "Indemnifying Party") shall
<br />indemnify, defend, and hold the other Party and its affiliates, officers, employees, contractors and agents
<br />(collectively, the "Indemnified Parties") harmless from and against any loss, claim, suit, damage, injury,
<br />action, cost, expense (including reasonable attorneys' fees and costs), penalty, fine, liability and damages
<br />to persons or property, of any kind or nature whatsoever (collectively, "Claims and Losses % asserted by
<br />any third person against the indemnified Parties arising out of the Indemnifying Party's or its employees',
<br />agents% invitees', or contractors' exercise of the rights granted hereunder, breach of obligations
<br />hereunder, or negligence or willful misconduct. The foregoing indemnification will not apply to any
<br />Claims and Losses to the extent arising out of or caused by the negligence or wrongful conduct of the
<br />Indemnified Party or its employees, agents, invitees or contractors. If the Claims and Losses so arising are
<br />caused by the concurrent negligence.of the Parties or their respective, employees, agents, invitees, or
<br />contractors, the Indemnifying Party shall indemnify the Indemnified Parties only to the extent of the
<br />negligence of -the Indemnifying Party- and/or that of its agents, employees, invitees or contractors. Solely
<br />for the purpose of giving, and only to the extent necessary to give, full force and effect to the
<br />indemnifications contained herein, and not for the benefit of the employees of any indemnitor, each
<br />lndenmifring Party hereby waives any immunity granted to such Indemnifying Party under RCtTd chapter
<br />51 (Industrial Insurance) and hereby agrees that such waiver was mutually negotiated by the parties. The
<br />provisions of this Section 7 shall survive any termination of this Agreement.
<br />8. T'erm. This Agreement shall remain in full force and effect until such time as it is
<br />terminated by written agreement signed by the Parties.
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