TIC 2017-10-10 Item 2C - Agreement - 2017-2019 Transportation Demand Management Program with King County Metro

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immunity under Washington's Industrial Insurance Act, RCW Title 51, as respects the Parties only, and only to the extent necessary to provide the Parties, their officers, employees, and agents with a full and complete indemnity of claims made by the Parties employees. The Parties acknowledge that these provisions were specifically negotiated and agreed upon by them. The provisions of this Section 10 shall survive the expiration or any earlier termination of this Agreement. 11. 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. 12. 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. 13. AMENDMENTS This Agreement may be changed, modified, or amended only by written agreement executed by authorized representatives of both Parties. 14. REPRESENTATION ON AUTHORITY OF SIGNATORIES The signatories to this Agreement represent that they have the authority to bind their respective organizations to this Agreement. 15. ALL TERMS AND CONDITIONS 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. 16. CONTRACT MANAGEMENT 16.1 Notice. Any notice or communication required or permitted to be given pursuant to this Agreement shall be in writing, and shall be sent postage prepaid by U.S. Mail, return receipt requested, to the contact persons and addresses identified in Subsection 16.2 of this Agreement unless otherwise indicated by the Parties in writing. The contact information identified in Subsection 16.2 may be updated by either Party for their agency only and shall be submitted in Transportation Demand Management Agreement between the City of Tukwila and King County Page 6 of 14 29