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<br />129684302.9 0073013-00097
<br />liabilities, suits and claims, of any nature whatsoever arising from the grant, condition, or use of
<br />the License Area by the City or its invitees, licensees, employees, contractors, or agents.
<br />(c) The City shall not construct, install, or modify any improvements within the
<br />License Area, including but not limited to temporary or permanent trafficking areas, without the
<br />prior written review and approval of the Port, which approval shall include, without limitation, the
<br />Port’s review of design, location, and material types. The City shall be solely responsible for
<br />obtaining and complying with all required permits, approvals, and other regulatory requirements
<br />related to such improvements. Upon termination or expiration of the License, the City shall, at its
<br />sole cost, remove any such improvements and restore the License Area to a clean and serviceable
<br />condition, reasonable wear and tear excepted (provided impact and damage from construction
<br />vehicles and equipment shall not be deemed “wear and tear”), unless the Port, in its sole discretion,
<br />elects to accept the improvements in place, excluding temporary fencing and its appurtenances, in
<br />which case the City shall execute all documents reasonably required by the Port to transfer
<br />ownership of such improvements to the Port AS-IS without additional cost.
<br />8. Indemnification. The City shall and hereby agrees to indemnify, reimburse, defend
<br />and hold harmless the Port and its commissioners, representatives, members, affiliates, officers,
<br />employees, and agents (collectively, the “Port Parties”), from and against all damages, claims,
<br />actions, causes of action, losses, demands, costs, fees (including reasonable attorneys’ fees),
<br />liabilities or proceedings caused to the Port Property (collectively, “Claims”), arising from or due
<br />to the City Parties’: (a) use of the License Area; (b) any breach, violation or non-performance of
<br />any covenant or agreement in this Agreement; and/or (c) exercise of the rights and privileges herein
<br />granted. This duty to indemnify and defend the Port shall continue and survive after the expiration
<br />of the Term. If and to the extent (but only if and only to the extent) this Agreement is subject to
<br />Section 4.24.115 of the Revised Code of Washington, it is agreed that where such Claims arise
<br />from the concurrent negligence of the Port Parties and the City Parties, the City’s obligations of
<br />indemnity under this Section 7 shall be effective only to the extent of the negligence of the City
<br />and in no event shall the Port Parties be indemnified against the sole negligence of the Port Parties
<br />or its agents. SOLELY FOR THE PURPOSE OF EFFECTUATING THE INDEMNIFICATION
<br />OBLIGATIONS HEREUNDER, AND NOT FOR THE BENEFIT OF THEIR EMPLOYEES OR
<br />ANY THIRD PARTIES, THE CITY SPECIFICALLY AND EXPRESSLY WAIVES ANY
<br />IMMUNITY THAT MAY BE GRANTED TO IT UNDER APPLICABLE FEDERAL, STATE
<br />OR LOCAL WORKERS COMPENSATION ACTS OR OTHER EMPLOYEE BENEFIT ACTS,
<br />INCLUDING WITHOUT LIMITATION THE WASHINGTON STATE INDUSTRIAL
<br />INSURANCE ACT, TITLE 51 RCW. The parties acknowledge that the foregoing waiver has been
<br />specifically and mutually negotiated between the parties.
<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 />Docusign Envelope ID: BA787DF5-7579-4DFC-A4A9-5F51A541EF12
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