
5
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
out of or in any way resulting from the Parties' own negligent acts or omissions in connection with
performance of activities under the terms of this Agreement. Each Party agrees that its obligations
under this provision extend to any claim, demand, and/or cause of action brought by, or on behalf of,
any of its employees or agents. This indemnification shall survive the termination of this Agreement.
13. WAIVER
A failure by either party to exercise its rights under this Agreement shall not preclude that party from
subsequent exercise of such rights and shall not constitute a waiver of any other rights under this
Agreement unless stated to be such in a writing signed by an authorized representative of the party and
attached to the original Agreement.
14. SEVERABILITY
If any provision of this Agreement or any provision of any document incorporated by reference shall be
held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given
effect without the invalid provision, if such remainder conforms to the requirements of applicable law
and the fundamental purpose of this Agreement, and to this end the provisions of this Agreement are
declared to be severable.
15. ALL WRITINGS CONTAINED HEREIN
This Agreement contains all the terms and conditions agreed upon by the Parties. No other
understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to
exist or to bind any of the parties hereto.