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<br />152414712.6 0073013-00096
<br />(a) The City’s use of the License shall be limited to the uses set forth in this
<br />Agreement, and subject to the conditions set forth in this Agreement.
<br />(b) The Port makes no warranties of any kind, express or implied, to the City
<br />concerning the condition of or title to the Construction and Laydown Area. The City hereby accepts
<br />the Construction and Laydown Area AS IS, WHERE IS, without any warranties, including but not
<br />limited to fitness for a particular purpose. Except to the extent of the Port’s intentional misconduct,
<br />negligence or breach of this Agreement, the City hereby assumes all risk and liability of its use of
<br />the Construction and Laydown Area and the exercise of its rights under this Agreement. Except to
<br />the extent of the Port’s intentional misconduct, negligence or breach of this Agreement, the City
<br />hereby unconditionally, irrevocably, and forever discharges, waives, and releases the Port from
<br />any and all damages, costs, expenses, liabilities, suits and claims, of any nature whatsoever arising
<br />from the grant, condition, or use of the Construction and Laydown Area by the City or its invitees,
<br />licensees, employees, contractors, or agents.
<br />(c) Other than the construction of the Pipeline, the City shall not construct,
<br />install, or modify any improvements within the Construction and Laydown Area, including but not
<br />limited to temporary or permanent trafficking areas, without the prior written review and approval
<br />of the Port, which approval shall include, without limitation, the Port’s review of design, location,
<br />and material types. The City shall be solely responsible for obtaining and complying with all
<br />required permits, approvals, and other regulatory requirements related to such improvements.
<br />Upon termination or expiration of the License, the City shall, at its sole cost, remove any such
<br />improvements and restore the Construction and Laydown Area to its original condition.
<br />6. 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 Construction and Laydown Area; (b) any breach, violation or
<br />non-performance of any covenant or agreement in this Agreement; and/or (c) exercise of the rights
<br />and privileges herein granted. This duty to indemnify and defend the Port shall continue and
<br />survive after the expiration of the Term. If and to the extent (but only if and only to the extent) this
<br />Agreement is subject to Section 4.24.115 of the Revised Code of Washington, it is agreed that
<br />where such Claims arise from the concurrent negligence of the Port Parties and the City Parties,
<br />the City’s obligations of indemnity under this Section 6 shall be effective only to the extent of the
<br />negligence of the City and in no event shall the Port Parties be indemnified against the sole
<br />negligence of the Port Parties or its agents. SOLELY FOR THE PURPOSE OF EFFECTUATING
<br />THE INDEMNIFICATION OBLIGATIONS HEREUNDER, AND NOT FOR THE BENEFIT
<br />OF THEIR EMPLOYEES OR ANY THIRD PARTIES, THE CITY SPECIFICALLY AND
<br />EXPRESSLY WAIVES ANY IMMUNITY THAT MAY BE GRANTED TO IT UNDER
<br />APPLICABLE FEDERAL, STATE OR LOCAL WORKERS COMPENSATION ACTS OR
<br />OTHER EMPLOYEE BENEFIT ACTS, INCLUDING WITHOUT LIMITATION THE
<br />WASHINGTON STATE INDUSTRIAL INSURANCE ACT, TITLE 51 RCW. The parties
<br />acknowledge that the foregoing waiver has been specifically and mutually negotiated between the
<br />parties.
<br />Docusign Envelope ID: FCDA8FD2-3083-801E-8246-9D6ED260E205
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