6. AGREEMENT ALTERATIONS AND AMENDMENTS
This Agreement may be amended by mutual agreement of the Parties. Such amendments shall not be
binding unless they are in writing and signed by personnel authorized to bind each of the Parties.
7. TERMINATION FOR CONVENIENCE
Either party may terminate this Agreement upon 30 days' prior written notification to the other party. If
this Agreement is so terminated, the Port shall be responsible for payment of deliverables invoiced
accepted prior to the effective date of termination.
8. TERMINATION FOR CAUSE
If for any cause, either party does not fulfill in a timely and proper manner its obligations under this
Agreement, or if either party violates any of these terms and conditions, the aggrieved party will give
the other party written notice of such failure or violation. The responsible party will be given the
opportunity to correct the violation or failure within 15 business days. If failure or violation is not
corrected, this Agreement may be terminated immediately by written notice of the aggrieved party to
the other.
9. DISPUTES
Any disputes or questions of interpretation of this Agreement that may arise between the Port and the
District shall be governed under these Dispute Resolution provisions. The Port and the District agree that
cooperation and communication are essential to resolving issues efficiently. If disputes about the
implementation of this Agreement arise, the designated contact persons for the Port and the District
shall meet to discuss the issues and attempt to resolve the dispute in a timely manner. If the designated
contact persons are unable to resolve the dispute, then the Parties may pursue any legal remedies. At all
times prior to resolution of the dispute, the Parties shall continue to perform and make any required
payments under this Agreement in the same manner and under the same terms as existed prior to the
dispute.
10. GOVERNANCE
This Agreement shall be governed by and construed in accordance with the laws of the State of
Washington. The King County Superior Court in Seattle, Washington shall have exclusive jurisdiction and
venue over any legal action arising under this Agreement.
11. ASSIGNMENT
The work to be provided under this Agreement, and any claim arising thereunder, is not assignable or
delegable by either party in whole or in part, without the express prior written consent of the other
party, which consent shall not be unreasonably withheld.
12. INDEMNIFICATION
Each party to this Agreement will be responsible for the negligent acts or omissions of its own
employees, officers, or agents in the performance of this Agreement. Neither party will be considered
the agent of the other and neither party assumes any responsibility to the other party for the
consequences of any act or omission of any person, firm, or corporation not a party to this Agreement.
To the maximum extent allowed by law, the Parties shall protect, defend, indemnify, and save harmless
each other, their officers, officials, employees, and agents, while acting within the scope of their
employment, from any and all costs, claims, judgments, penalties, and/or awards of damages, arising