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9. INDEMNIFICATION. Each party shall defend, indemnify and hold harmless
<br />the other party, and all of its officials, employees, principals and agents, from any
<br />and all claims, demands, suits, actions, fines, penalties and liability of any kind,
<br />including injuries to persons or damages to property, arising out of or relating to
<br />any negligent acts, errors or omissions of the indemnifying party and its
<br />contractors, agents, employees and representatives in performing these obligations
<br />under this Agreement. However, if any such damages and injuries to persons or
<br />property are caused by or result from the concurrent negligence of Kent or its
<br />contractors, employees, agents, or representatives, and the city of Tukwila or its
<br />contractors, employees, agents, or representatives, each party's obligation
<br />hereunder applies only to the extent of the negligence of such party or its
<br />contractor or employees, agents, or representatives. This indemnification provision
<br />shall not be construed as waiving any immunity granted to Kent or Tukwila, under
<br />state statute, including chapters 86.12 and 86.15 RCW, as to any other entity.
<br />The foregoing indemnity is specifically and expressly intended to constitute a waiver
<br />of each party's immunity under industrial insurance, Title 51 RCW, as respects the
<br />other party only, and only to the extent necessary to provide the indemnified party
<br />with a full and complete indemnity of claims made by the indemnitor's employees.
<br />This waiver has been mutually negotiated.
<br />10. RESOLUTION OF DISPUTES AND GOVERNING LAW. This agreement shall be
<br />governed by and construed in accordance with the laws of the State of Washington.
<br />If the parties are unable to settle any dispute, difference or claim arising from the
<br />parties' performance of this agreement, the exclusive means of resolving that
<br />dispute, difference or claim, shall only be by filing suit exclusively under the venue,
<br />rules and jurisdiction of the King County Superior Court, King County, Washington,
<br />unless the parties agree in writing to an alternative dispute resolution process. In
<br />any claim or lawsuit for damages arising from the parties' performance of this
<br />agreement, each party shall pay all its legal costs and attorney's fees incurred in
<br />defending or bringing such claim or lawsuit, including all appeals; provided,
<br />however, nothing in this paragraph shall be construed to limit a party's right to
<br />indemnification under Section 9 of this agreement.
<br />11. WRITTEN NOTICE. All communications regarding this agreement shall be
<br />sent to the parties' respective city clerks at the addresses listed on the signature
<br />page of the agreement. Any written notice hereunder shall become effective three
<br />(3) business days after the date of mailing by registered or certified mail.
<br />12. ASSIGNMENT. Any assignment of this agreement by either party without the
<br />written consent of the other party shall be void. If the non - assigning party gives its
<br />consent to any assignment, the terms of this agreement shall continue in full force
<br />and effect and no further assignment shall be made without additional written
<br />consent.
<br />13. MODIFICATION. No waiver, alteration, or modification of any of the
<br />provisions of this agreement shall be binding unless in writing and signed by a duly
<br />Interlocal with Tukwila - Desimone Levee
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