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"Laws"), including, without limitation, all Laws governing Hazardous Materials, or pertaining to
<br /> the protection of the environment and/or public health, and shall be responsible for all applicable
<br /> legal and regulatory compliance related thereto. The indemnity described in Section 6 includes,
<br /> without limitation, an indemnity by the City for any breach or violation by the City of this Section
<br /> 4.
<br /> 5. Insurance Requirements
<br /> After execution of this Agreement and prior to accessing the Property, the City shall furnish to K-C: a) a
<br /> copy of either an additional insured endorsement reflecting that K-C is an additional insured, except for
<br /> losses arising from K-C's independent acts of negligence or willful misconduct, or a copy of a blanket
<br /> additional insured clause from its insurance policies; and b) a certificate of insurance showing that the
<br /> City or the City's contractors have (i) commercial general liability insurance covering all claims with
<br /> respect to injuries or damages to persons or property sustained in, on or about the Property and the
<br /> appurtenances thereto, with limits of liability no less than three million dollars ($3,000,000) per
<br /> occurrence and five million dollars ($5,000,000) aggregate; (ii) business automobile liability insurance
<br /> covering all owned, hired and non-owned vehicles with limits of liability no less than one million dollars
<br /> ($1,000,000) combined single limit, each accident, including all statutory coverages; and (iii) worker's
<br /> compensation and employer's liability insurance in respect to any work by employees of the City on or
<br /> about the Property as required under applicable law and with respect to any work by employees of the
<br /> City's agents, contractors, or subcontractors. The certificate(s) of insurance shall specify that the
<br /> insurance shall not be canceled during the term of this Agreement. The City reserves the right to self-
<br /> insure and satisfy the obligations of this Section 5 with its usual and customary self-insurance program.
<br /> This Agreement shall terminate immediately upon written notice in the event that the City cannot provide
<br /> evidence that its customary self-insurance program or the required insurance is or will remain in full force
<br /> and effect.
<br /> 6. Indemnification
<br /> The City hereby agrees to indemnify, hold harmless and defend K-C harmless from and against any and
<br /> all liability, loss, damage, expense, actions, hazardous waste or substance release, and claims, including,
<br /> without limitation, costs and reasonable attorneys' fees incurred by K-C, asserted or arising directly or
<br /> indirectly on account of or out of acts or omissions of the City, its contractors, customer, agents,
<br /> employees, invitees or guests in the exercise of this Agreement, provided, however, this indemnification
<br /> provision does not indemnify against liability for damages arising directly or indirectly on account of or
<br /> out of(i)the negligence or intentional misconduct of the indemnified party or (ii) Hazardous Materials
<br /> that were present on, in, or under the Easement Area prior to Grantee's entry upon the Property. The
<br /> Parties reserve all rights with respect to liability for Hazardous Materials not subject to this indemnity.
<br /> 7. Liens
<br /> The City shall save and keep the Property free from all liens or claims, legal or equitable, arising out of
<br /> the entry hereunder. In the event any lien or claim is filed by anyone claiming by, through, or under the
<br /> City,the City shall remove and discharge same within thirty(30)days of the filing thereof.
<br /> 8. Governing Law; Venue
<br /> This Agreement shall be governed by and construed in accordance with the laws of the State of
<br /> Washington(regardless of the laws that might otherwise govern under applicable principles of conflicts of
<br /> law of such state). The Parties(i) agree that any lawsuit or judicial action or proceeding arising out of or
<br /> relating to this Agreement must be heard in the Superior Court of the State of Washington in and for
<br /> Snohomish County or the United State District Court for the Western District of Washington, (ii) waive
<br /> any objection to the laying of the venue of any such suit, action or proceeding, (iii) irrevocably submit to
<br /> the jurisdiction of any such court in any such lawsuit or judicial action or proceeding, and (iv) consent to
<br /> service of process by mail in respect to any such lawsuit or judicial action or proceeding.
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