12-151 - King County Flood Control District - Duwamish Gardens Grant

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2.12. The Recipient agrees to indemnify, defend and hold harmless King County, and the District, their elected or appointed officials, employees and agents, from all claims, alleged liability, damages, losses to or death of person or damage to property arising out of any acts or omissions of the Recipient, its employees, agents, contractors or subcontractors in performing its obligations under the terms of this Agreement. 2.13. The Recipient agrees to acknowledge the District as a source of funding for this project on all literature, signage or press releases related to said project. SECTION 3. GENERAL PROVISIONS 3.1. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 3.2. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. No prior or contemporaneous representation, inducement, promise or agreement between or among the parties which relate to the subject matter hereof which are not embodied in this Agreement shall be of any force or effect. 3.3. No amendment to this Agreement shall be binding on any of the parties to this Agreement unless such amendment is in writing and is executed by the parties. The parties contemplate that this Agreement may from time to time be modified by written amendment which shall be executed by duly authorized representatives of the parties and attached to this Agreement. 3.4. Each party warrants and represents that such party has full and complete authority to enter into this Agreement and each person executing this Agreement on behalf of a party warrants and represents that he/she has been fully authorized to execute this Agreement on behalf of such party and that such party is bound by the signature of such representative. 3.5. The Project shall be completed by no later than December 31, 2014. In the event that the Project is not completed by this date, King County has the discretion, but not the obligation, to terminate this Agreement and request and receive any unexpended Award funds that may be held by the Recipient. 3.6. This Agreement may be signed in multiple counterparts. 3.7. If any provision of this Agreement or of any other agreement, document or writing pursuant to or in connection with this Agreement, shall be wholly or partially invalid or unenforceable under applicable law, said provision will be ineffective to that extent only, without in any way affecting the remaining parts or provision of said agreement, provided that the remaining provisions continue to effect the purposes of this Agreement. 3.8. The amount of the Award has been fully funded by the District. To the extent that funding of the Award requires future appropriations by the King County Council, King Page 4 of 14