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manager for its use in conjunction with providing similar services. Provided further, in the event
<br />of disestablishment of the Seattle Southside TPA, all property and equipment purchased by the
<br />SSRTA from Special Assessment revenue shall be retained by SeaTac and used for any lawful
<br />purpose.
<br />(d) Integration. This Agreement contains all of the terms and conditions agreed upon
<br />by SeaTac, Tukwila or Des Moines concerning the establishment of the Seattle Southside TPA
<br />and the collection of Special Assessments from Operators of Lodging Businesses. No other
<br />understandings, oral or otherwise, regarding the subject matter of this Agreement shall be
<br />deemed to exist or to bind any of the Parties hereto. The Parties have read and understand all of
<br />this Agreement, and now state that no representation, promise, or agreement not expressed in this
<br />Agreement has been made to induce the officials of SeaTac, Tukwila or Des Moines to execute
<br />this Agreement.
<br />(e) Severability. In the event any provision of this Agreement shall be declared by a
<br />Court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality and
<br />enforceability of the remaining provisions shall not, in any way, be effected or impaired thereby.
<br />(f) Hold Harmless; No Liability. SeaTac shall indemnify and hold harmless Tukwila
<br />and Des Moines and their agents, employees, and/or officers, from any and all costs, claims,
<br />judgments, or awards of damages arising out of the acts or omissions of SeaTac, its officers,
<br />employees or agents and shall process and defend at its own expense any and all claims,
<br />demands, suits, at law or equity, actions, penalties, losses, damages, or costs, of whatsoever kind
<br />or nature, brought against Tukwila or Des Moines arising out of, in connection with, or incident
<br />to this Agreement and/or SeaTac's performance or failure to perform any aspect of this
<br />Agreement.
<br />Tukwila shall indemnify and hold harmless SeaTac and Des Moines and their agents,
<br />employees, and/or officers, from any and all costs, claims, judgments, or awards of damages
<br />arising out of the acts or omissions of Tukwila, its officers, employees or agents and shall
<br />process and defend at its own expense any and all claims, demands, suits, at law or equity,
<br />actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against
<br />SeaTac or Des Moines arising out of, in connection with, or incident to this Agreement and/or
<br />Tukwila's performance or failure to perform any aspect of this Agreement.
<br />Des Moines shall indemnify and hold harmless Tukwila and SeaTac and their agents,
<br />employees, and/or officers, from any and all costs, claims, judgments, or awards of damages
<br />arising out of the acts or omissions of Des Moines, its officers, employees or agents and shall
<br />process and defend at its own expense any and all claims, demands, suits, at law or equity,
<br />actions, penalties, losses, damages, or costs, of whatsoever kind or nature, brought against
<br />Tukwila or SeaTac arising out of, in connection with, or incident to this Agreement and /or Des
<br />Moines' performance or failure to perform any aspect of this Agreement.
<br />The SSRTA shall be an independent legal entity exclusively responsible for its own
<br />debts, obligations and liabilities. All liabilities incurred by the SSRTA shall be satisfied
<br />exclusively from the assets and credit of the SSRTA. No creditor or other person shall have any
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