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4.2. Kent shall indemnify and hold harmless Tukwila and its officers, agents,
<br /> employees and elected officials, or any of them, from any and all claims, actions, suits, liability,
<br /> loss, costs, expenses and damages of any nature whatsoever, by any reason of or arising out of
<br /> any act or omission of Kent, its officers, agents, employees and elected officials, or any of them,
<br /> relating to or arising out of the performance of this Agreement. In the event that any suit based
<br /> upon such a claim, action, loss or damage is brought against Tukwila, Kent shall defend the same
<br /> at its sole cost and expense; provided that Kent retains the right to participate in said suit if any
<br /> principle of governmental or public law is involved; and if final judgment be rendered against
<br /> Tukwila or its officers, agents, employees and elected officials, or any of them, or jointly against
<br /> Tukwila and Kent and their respective officers, agents, employees and elected officials, or any of
<br /> theirs, Kent shall satisfy the same.
<br /> 5. Dispute Resolution. It is the parties' intent to resolve any disputes relating to the
<br /> interpretation or application of this Agreement informally through discussions at the staff level
<br /> with the respective departmental Directors and Administrators. In the event disputes cannot be
<br /> resolved informally at the staff level, resolution shall be sought by each city's City Administrator
<br /> or Chief Administrative Officer, as the case may be, within thirty (30) days of written notice
<br /> from either parry of a failure to resolve the dispute at the staff level, and if unsuccessful, then the
<br /> parties agree to submit the dispute to non binding mediation/dispute resolution. The
<br /> mediation/dispute resolution process shall be determined via mutual agreement of the parties and
<br /> the selection of a Mediator must be jointly agreed upon by the parties. Venue for any action
<br /> relating to the interpretation or enforcement of this Agreement shall be solely in King County
<br /> Superior Court.
<br /> 6. Independent Contractor. Each party to this Agreement is an independent
<br /> contractor with respect to the subject matter herein. Nothing in this Agreement shall make any
<br /> employee of Tukwila an employee of Kent, and vice versa, for any purpose, including, but not
<br /> limited to, for withholding of taxes, payment of benefits, worker's compensation pursuant to
<br /> Title 51 RCW, or any other rights or privileges accorded to either party's employee by virtue of
<br /> their employment. At all times pertinent hereto, employees of Tukwila are acting as Tukwila
<br /> employees and employees of Kent are acting as Kent employees.
<br /> 7. Partial Invalidity. Whenever possible, each provision of this Agreement shall be
<br /> interpreted in such a manner as to be effective and valid under applicable law. Any provisions of
<br /> this Agreement which shall prove to be invalid, void or illegal shall in no way affect, impair or
<br /> invalidate any other provisions hereof, and such other provisions shall remain in full force and
<br /> effect.
<br /> 8. Assiiinability. The rights, duties and obligations of either party to this Agreement
<br /> may not be assigned to any third party without the prior written consent of the other parry, which
<br /> consent shall not be unreasonably withheld.
<br /> 9. No Third -Party Rights. Except as expressly provided herein, nothing in this
<br /> Agreement shall be construed to permit anyone other than the parties hereto and their successors
<br /> and assigns to rely upon the covenants and agreements herein contained nor to give any such
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