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11 <br /> does not believe that the consent described in(b) above is necessary for the future imposition of <br /> the surcharge as the surcharge is within the City's municipal utility authority; instead, the <br /> purpose of the consent in (b) is to provide notice of the City's future intentions and receive <br /> consent, for the purpose of avoiding later disputes. <br /> 11. Hazardous Substance Indemnification Agreement. Within ten (10) business <br /> days of the Effective Date of this General Transfer Agreement, the Port and the City shall enter <br /> into that certain Hazardous Substance Indemnification Agreement, in the form and substance <br /> attached hereto as Exhibit "17."` Notwithstanding any other provision in this Agreement, the <br /> City has no obligation to execute any document or accept any transfer until the Port delivers to <br /> the City the fully Port-executed Hazardous Substance Indemnification Agreement. <br /> 12. Governing Law & Venue. This Agreement shall be construed, interpreted and <br /> enforced in accordance with the laws of the State of Washington. Jurisdiction and venue for any <br /> action arising out of, or relating to, this Agreement, shall be in Snohomish County, State of <br /> Washington. <br /> 13. Dispute Resolution. The Parties will attempt in good faith to resolve any <br /> controversy or claim arising out of or relating to this Agreement promptly by negotiations <br /> between representatives of the Parties who have authority to settle the controversy. If a <br /> controversy should arise, Terrie Battuello, Chief of Business Development of the Port, and the <br /> Public Works Director of the City of Everett, or their respective successors in the positions they <br /> now hold (the "Dispute Resolution Executives"), will meet at least once and will attempt to <br /> resolve the matter. Either Dispute Resolution Executive may request the other to meet within <br /> fourteen (14) days, at a mutually agreed time and place. If the matter has not been resolved <br /> within thirty (30) days of their first meeting, the Dispute Resolution Executives shall refer the <br /> matter to mediation. <br /> 13.1 Mediation. If the matter has not been resolved within thirty(30) days of <br /> the initial meeting of the Dispute Resolution Executives or if either Party will not meet within <br /> thirty (30) days of the end of the twenty (20) day period referred to above, the Parties will <br /> attempt, in good faith, to resolve the controversy or claim by mediation. Either party may <br /> commence mediation by providing to JAMS and the other party a written request for mediation, <br /> setting forth the subject of the dispute and the relief requested. The parties will cooperate with <br /> JAMS and with one another in selecting a mediator from JAMS' panel of neutrals, and in <br /> scheduling the mediation proceedings. The parties covenant that they will participate in the <br /> mediation in good faith, and that they will share equally in its costs. All offers,promises, conduct <br /> and statements, whether oral or written, made in the course of the mediation by any of the <br /> parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS <br /> employees, are confidential, privileged and inadmissible for any purpose, including <br /> impeachment, in any arbitration or other proceeding involving the parties,provided that evidence <br /> that is otherwise admissible or discoverable shall not be rendered inadmissible or non- <br /> discoverable as a result of its use in the mediation. An initial mediation session shall be held <br /> within 30 days of written request for mediation, unless such date is extended by mutual <br /> agreement of the parties. In the event the parties are unable to resolve the matter pursuant to the <br /> 15 <br /> 12w <br />