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8 <br /> collectively, "Port Persons"), from and against any and all claims, liabilities, loss, demands, <br /> liens, costs and expenses including reasonable attorneys' fees, agency orders, requirements or <br /> enforcement actions, suits and causes of action, and damages including but not limited to any <br /> claim for damage to property or injury or death of any persons (collectively, the "Claims") <br /> arising from the presence on Port property or any adjacent property of any Hazardous Substance <br /> • <br /> (as that term is defined in Section 3.C. below) that was released onto, in or under the Port <br /> property from the New City Work after completion of construction under Section 2.E above. <br /> Notwithstanding the foregoing, the City shall not have any obligation to indemnify, defend or <br /> hold harmless Port Persons for any Claims arising from (1) Hazardous Substances released or <br /> allowed by Port Persons into PSO 2 or into the drainage area of PSO 2 or (2) Hazardous <br /> Substances released on Port property that enter into PSO 2, when such release is by any person <br /> other than the City;provided, that in the event the City asserts such limitations on its contractual <br /> indemnity apply, it shall have the burden of proof on the issue(s) of whether the exceptions to the <br /> City's indemnity responsibility are applicable. The parties agree that this Section A provides <br /> contractual indemnity, defense and hold harmless to the Port for discharges from the New City <br /> Work (such as, for one example, a break in the New City Work) and does not provide a <br /> contractual indemnity, defense or hold harmless for discharges from parts of PSO 1 that are not <br /> New City Work(such as,for one example, discharge from the end of PSO 1). <br /> B. Not Used. <br /> C. Definition of Hazardous Substance. As used in this Agreement, the term <br /> "Hazardous Substance" shall mean (i) any "hazardous substance" under the Washington Model <br /> Toxics Control Act (chapter 70.105D RCW) as amended from time to time and regulations <br /> promulgated thereunder; (ii) any substance the presence of which is prohibited by any federal, <br /> state, county, municipal or other local governmental statutes, regulations, ordinances or <br /> resolutions; and (iii) other substances deemed hazardous, toxic, a pollutant, or contaminant, <br /> which by any federal, state, county, municipal or other local governmental statutes, regulations, <br /> ordinances or resolutions require special handling or notification in its collection, storage, <br /> treatment or disposal. <br /> SECTION 4: GENERAL PROVISIONS <br /> A. Administration. Each Party to this Agreement shall serve as an administrator of <br /> this Agreement for the purposes of compliance with RCW 39.34.030 for each Party's respective <br /> actions in performance of this Agreement. <br /> B. Duration/Expiration. This Agreement expires upon completion of the true-ups <br /> • <br /> set forth in Section 2.G.3 above. <br /> • C. Governing Law. The laws of the State of Washington, without giving effect to <br /> principles of conflict of laws,govern all matters arising out of or relating to this Agreement. <br /> D. Venue. The Parties shall bring any litigation arising out of or relating to this <br /> Agreement only before the Snohomish County Superior Court. <br /> E. Complete Agreement. This Agreement constitutes the entire agreement of the <br /> 124 <br /> SOM\03221\0081\00762427.v 1 <br />