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12 <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 Portdelivers 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 />commencemediation 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 />71 <br />