CEMEX Materials Pacific LLC 4/5/2017

(1) Claims or demands made by third parties against Owner with regard to the ownership, management, or use of the Transfer Lot(s) after the applicable Closing Date, including, without limitation, any claims and liabilities for personal injury or property damage, or any other liability, obligation, or commitment of the City (whether known or unknown, fixed or contingent, due or to become due); provided,however,that the City shall not indemnify Owner for any claims or demands arising from or relating to Hazardous Substances in, on or under the Transfer Lot Group or Transfer Lot 3 as of the applicable Transfer Lot Closing Date; or (2) Any breach by the City of the covenants, representations, or warranties of the City contained in this Amendment (including, without limitation, any schedule, certificate, exhibit, or other instrument delivered or to be delivered by the City pursuant to this Amendment). (c) Mutual Covenant. This mutual covenant is intended to be construed in a manner consistent with RCW 4.24.115. Without limiting the generality of the foregoing, Owner and City, respectively, shall each assume potential liability for actions brought by any of its employees, agents, contractors, or subcontractors. Indemnity obligations hereunder shall not be limited by any workers' compensation, benefits, or disability laws, and each party waives (as against the other party to the Development Agreement, but not as to any employee, worker or third party) any immunity that it may have under the Industrial Insurance Act, Title 51 RCW, or similar workers' compensation, benefits, or disability laws. The foregoing waiver was mutually negotiated by the parties. 20