Diking Improvement District No 5 8/15/2018 (2)

obligations under this Easement. Such insurance shall: (a) be issued by a responsible insurance company that is licensed to do business in Washington and is rated A+or better in Best's Key Rating Guide and(b)name the City, its officers, employees, and agents as additional insureds. Other Insurance. DD5 shall provide and maintain, at its cost, such workers' compensation and employees' liability coverage as may be required by applicable law for its operations on or about the City's Property during the term of this Easement. General. DD5 shall provide the City within ten(10)days of the execution of this Easement with a certificate of insurance evidencing such required insurance coverage. All of such policies of insurance shall include an endorsement obligating the insurer to give the City thirty(30) days' prior written notice of cancellation or change in scope or amount of coverage of such insurance policy. 9. TERMINATION. The City or DD5 may terminate this Easement at any time, for any reason whatsoever upon 15 days prior written notice to DD5. 10. AS-IS. DD5 hereby accepts the Easement Area in its existing condition and state of repair, "AS IS,""WHERE IS," subject to any easements or other interests which may appear in title to the Easement Area, and agrees that no representations, statements, or warranties, expressed or implied, have been made by or on behalf of the City in respect thereto except as contained in the provisions of this Easement. 11. MISCELLANEOUS PROVISIONS. Governing Law. The laws of the State of Washington,without giving effect to principles of conflict of laws, govern all matters arising out of or relating to this Agreement. Venue. Any litigation arising from or relating to this Agreement may only be brought before the Snohomish County Superior Court. Complete Agreement. This Agreement constitutes the entire agreement of DD5 and the City relating to the subject matter of this Agreement. This Agreement supersedes and replaces all other written or oral agreements thereto. Amendment. No amendment of this Agreement or the Easement will be effective unless it is in writing and signed by DD5 and the City. Waiver. No waiver of satisfaction of any condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver, and no such waiver will constitute a waiver of satisfaction of any other condition or nonperformance of any other obligation. Severability. If any provision of this Agreement is unenforceable to any extent,the remainder of this Agreement, or the application of that provision to any persons or circumstances other DD5-City of Everett Temporary Construction Easement Agreement page 4