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<br />- 7 - <br />129684302.9 0073013-00097 <br />(b) No Waiver; Severability. The failure of any Party to insist upon strict <br />performance of any of the terms, covenants, conditions or agreements contained herein shall not <br />be deemed a waiver of any rights or remedies that such Party may have, and shall not be deemed <br />a waiver of any subsequent breach or default in any of the terms, covenants, conditions or <br />agreements contained herein. Invalidation of any one of the covenants or restrictions set forth in <br />this Agreement by judgment or court order shall in no way affect all other provisions, which shall <br />remain in full force and effect. <br />(c) Counterparts; Successors and Assigns; Recitals and Exhibits; Notices. This <br />Agreement may be executed in counterparts, all of which taken together shall constitute one <br />agreement, binding upon and inuring to the benefit of the Parties hereof and their respective <br />successors and assigns. All recitals and exhibits referred to herein and attached hereto are <br />incorporated herein by this reference. <br />(d) Reservation; Amendments; Governing Law. This Agreement may not be <br />modified except with the mutual consent of the Parties and then, only by written instrument duly <br />executed by the Parties. The provisions of this Agreement shall be construed as a whole and not <br />strictly for or against any Party, and shall be governed by and construed in accordance with the <br />laws of the State of Washington. Notwithstanding anything contained herein to the contrary, this <br />Agreement is without prejudice to the Port’s rights and remedies, whether at law, in equity, or <br />otherwise, all of which are expressly reserved without limitation. Further, venue for any issues <br />relating to this Agreement shall be with the Superior Court of Snohomish County, State of <br />Washington. <br />(e) Attorneys’ Fees. If any legal action or other proceeding is brought to <br />enforce this Agreement, or because of an alleged dispute, breach, default or misrepresentation in <br />connection with any of the provisions of this Agreement, the successful or prevailing Party shall <br />be entitled to recover their reasonable attorneys’ fees, and any other fees and costs incurred in the <br />action or proceeding, including appeals, in addition to any other relief to which such Party may be <br />entitled. <br />(f) No Joint Venture; Construction; No Third Party Rights; Survival. The <br />provisions of this Agreement are not intended to create, nor shall they be in any way interpreted <br />or construed to create, a joint venture, partnership or any similar relationship between the Parties. <br />The provisions of this Agreement shall be construed as a whole and not strictly for or against any <br />Party. Except as expressly set forth herein, this Agreement does not otherwise create any rights in <br />any third party. The indemnifications and other provisions of Agreement, which expressly survive <br />the termination of this Agreement, shall survive the termination of this Agreement. <br />(g) JURY TRIAL WAIVER. THE PARTIES HEREBY IRREVOCABLY <br />WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR COUNTERCLAIM <br />ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN TORT, <br />CONTRACT OR IN ANY CAUSE OF ACTION OF ANY NATURE. <br />(h) Limitation of Damages. Neither party shall be liable hereunder for indirect, <br />consequential, punitive, or special damages. <br />Docusign Envelope ID: BA787DF5-7579-4DFC-A4A9-5F51A541EF12