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the City Parties performing Remediation Activities due to the presence of Hazardous Material <br /> located on, in or under the Utility Property and Utility Easement Area as of the date of Closing, <br /> then the City will provide K-C with reasonable written notice of such Remediation Activities and <br /> rights to observe the Remediation Activities substantially the same as the observation rights the <br /> City has under Section 2.D. Any Remediation Activities performed by the City Parties under <br /> this subsection 2.E. shall be with reservation of rights in accordance with Section 3.A. <br /> Section 3. Miscellaneous <br /> A. No Admission of Liability and Reservation of Rights. The parties <br /> understand and agree that the execution of this Agreement does not constitute, and shall not be <br /> construed as, an admission of liability, fault, or responsibility of any party. The City and K-C do <br /> not waive, and expressly reserve, all claims they may have against each other or third parties <br /> relating to the presence of Hazardous Materials above applicable cleanup levels, including, <br /> without limitation, any claims that may be asserted with respect to Hazardous Materials in the <br /> East Waterway; provided, however, K-C shall indemnify the City for any liability or damages <br /> that a court or governmental agency with jurisdiction attributes or allocates to Scott Paper <br /> Company and such liability or damages arise from or relate to the presence of Hazardous <br /> Materials on, in, or under the Utility Property and Utility Easement Area or noncompliance with <br /> or violation of any Environmental Laws at the Utility Property and Utility Easement Area. <br /> B. Governing Law. The laws of the State of Washington, without giving <br /> effect to principles of conflict of laws, govern all matters arising out of or relating to this <br /> Agreement. <br /> C. Resolution of Disputes. Any dispute under this Agreement shall be <br /> resolved in accordance with this Section 3.C. Any party may, at its own discretion, initiate <br /> dispute resolution by providing written notice of dispute to the other party. The parties shall <br /> negotiate in good faith to resolve the dispute. If the parties cannot resolve the dispute within <br /> twenty (20) days after delivery of the notice of dispute, then either party may, at its own <br /> discretion, initiate mediation by providing written notice of mediation to the other party. The <br /> mediator shall be a person with at least ten (10) years of experience as an environmental attorney <br /> or environmental professional in the State of Washington on projects involving the investigation, <br /> cleanup, and development of properties affected by Hazardous Substances. If the parties cannot <br /> agree on a mediator within twenty (20) days after delivery of the notice of mediation,then either <br /> party may commence an action in a court of competent jurisdiction located in Washington State. <br /> If the parties agree on a mediator, then the parties shall schedule the mediation as soon as <br /> reasonably practicable and each party shall pay half the fees charged by the mediator. The <br /> mediation shall be nonbinding on the parties. In the event the mediation is unsuccessful, then <br /> either party may commence an action in a court of competent jurisdiction located in Washington <br /> State_ <br /> D. Complete Agreement. This Agreement, the Easement, and the Purchase <br /> Agreement constitute the entire agreement of the City and K-C relating to the subject matter of <br /> this Agreement. These three agreements supersede and replace all other prior agreements <br /> 6 <br />