Port of Everett 1/3/2022 - Laserfiche WebLink

5. Indemnification by the Port. The Port shall, to the extent specified herein, indemnify, defend, reimburse, and hold harmless the City and its employees,commissioners, officers,managers,representatives, invitees, agents and consultants, from and against any and all Claims arising from the presence on the Property of any Hazardous Substance that was released onto, in or under the Property after the Effective Date, as a result of Port's or its employees', representatives', invitees', agents', contractors', or tenants' use and/or actions or inaction. 6. Indemnification Procedure- Claims and Cooperation Agreement. Except for the circumstance of an Ecology-required Remedial Action for Newly Discovered Contamination, the parties shall notify each other promptly, in writing, and provide the other party with all reasonably available information related to any Claims for indemnification under Sections 3 or 4 of this Agreement and the parties shall, within ninety (90) days, use good- faith efforts to negotiate and enter into a joint defense and cooperation agreement (the "Cooperation Agreement") providing for joint management and defense of such Claims for indemnification; provided such Cooperation Agreement shall be subject to the approval of the City's and Port's respective governing bodies. To the extent the parties agree it is advisable to engage one or more environmental or engineering consultants to perform investigations, tests or studies on the Property in connection with defending against such Claims for indemnification,the Cooperation Agreement shall provide for the joint retention of such consultants and for equitable cost sharing of such consultants' fees.In the case of Ecology-required Remedial Action for Newly Discovered Contamination the Parties shall designate in writing their respective project managers for the work as soon as possible after the need for the work becomes known. The project managers shall engage in regular communication and take steps to ensure the Parties cooperate and coordinate on all matters necessary to ensure successful implementation of the Ecology-required work. 7. Indemnification Procedure-Dispute Resolution. If a dispute arises under this Agreement, either party may notify the other, in writing, of an issue or issues in dispute. Upon such notification,both parties shall meet and confer in an attempt to resolve the matter(s) in dispute. The period within which the parties shall meet and confer shall extend from the notice of the issues in dispute for thirty(30)days unless the parties mutually agree to extend the meet and confer period. At the conclusion of this period,if the issues are not resolved, the parties shall mutually select a qualified mediator and submit the issues to resolution by mediation. If the parties cannot agree to the appointment of a mediator within fifteen (15) days, either party may request the Presiding Judge of the Snohomish County Superior Court to designate a mediator which the parties shall accept. If the mediation fails,either party may submit the matter to a court of competent jurisdiction for judicial resolution. -4 - 112375963.8 0073013-00041