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<br /> The Designated Representatives will meet within five business days of receiving the written
<br /> notice and attempt to resolve the dispute. In the event the Designated Representatives
<br /> cannot resolve the dispute (and that dispute is not subject to some other formal appeal
<br /> process), Sound Transit's Executive Director of Operations or his/her designee and the
<br /> Mayor of the City or his/her designee will meet within seven business days of receiving notice
<br /> from a Designated Representative and engage in good faith negotiations to resolve the
<br /> dispute.
<br /> In the event the Executive Director of Operations or his/her designee and the Mayor of the
<br /> City or his/her designee are unable to resolve the dispute, the Parties may submit the matter
<br /> to a mutually agreed upon non-binding mediator. The Parties will share equally in the cost of
<br /> the mediator.
<br /> The Parties have no right to seek relief under this Agreement in a court of law until and
<br /> unless each of these procedural steps is exhausted. The preceding sentence does not apply
<br /> to the extent that any applicable statute of limitations will or may run during the time that may
<br /> be required to exhaust the procedural steps set forth above; if the Party initiating the lawsuit
<br /> immediately moves to stay the lawsuit while the procedural steps set forth above are
<br /> satisfied.
<br /> 10.0 INDEMNIFICATION
<br /> Each Party will protect, defend, indemnify, and save harmless the other Party, its officers,
<br /> officials, employees, and agents, while acting within the scope of their employment as such,
<br /> from any and all costs, claims,judgment , and/or awards of damages, arising out of, or in any
<br /> way resulting from, Indemnifying Party's negligent acts or omissions. Neither Party is
<br /> required to indemnify, defend, or save harmless the other Party if the claim, suit, or action for
<br /> injuries, death, or damages is caused by the sole negligence of the Party seeking indemnity.
<br /> Where such claims, suits, or actions result from concurrent negligence of the Parties, the
<br /> indemnity provisions provided herein are valid and enforceable only to the extent of the
<br /> Party's own negligence. Each obligation under this paragraph extends to any claim, demand,
<br /> or cause of action brought by, or on behalf of, any of each Party's employees or agents. For
<br /> this purpose, each Party, by mutual negotiation, hereby waives, with respect to the other
<br /> Party only, any immunity that would otherwise be available against such claims under the
<br /> industrial insurance provisions of Title 51 RCW. In the event that a Party incurs any
<br /> judgment, award, and/or cost arising therefrom, including attorneys' fees, to enforce the
<br /> provisions of this section, all such fees, expenses, and costs are recoverable from the
<br /> responsible Party to the extent of that Party's culpability. This indemnification will survive the
<br /> termination of this Agreement.
<br /> 11.0 INSURANCE
<br /> Each Party will, at its expense, obtain and maintain during the entire term of this Agreement
<br /> an appropriate program of self-insurance, commercial insurance, or any combination thereof,
<br /> for its liability exposures under this agreement including its indemnity obligations. If a Party
<br /> self-insures, then it will provide the other Party with a letter attesting to its self-insurance
<br /> program as adequate proof of coverage. When commercial insurance is utilized, each Party
<br /> agrees to provide the other Party with a Certificate(s) of Insurance showing compliance with
<br /> the appropriate insurance requirements and naming the other Party as an additional insured.
<br /> 12.0 GENERAL PROVISIONS
<br /> GA 0127-20 Page 10 of 24
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