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System Access Fund Project Agreement Page 8 of 29 <br /> GA 0162-22 <br />9.3. Either Party may refer a dispute to the dispute resolution process by providing written notice <br />of such referral to the other Party’s Designated Representative. The Parties agree to use their <br />best efforts to resolve disputes arising out of or related to this Agreement using good faith <br />negotiations by engaging in the following dispute resolution process should any such disputes <br />arise: <br />a.Level One - Sound Transit’s Designated Representative and the City’s Designated <br />Representative shall meet to discuss and attempt to resolve the dispute in a timely <br />manner. If they cannot resolve the dispute within fourteen (14) calendar days after <br />referral of that dispute to Level One, either party may refer the dispute to Level Two. <br />b.Level Two - Sound Transit’s Project Director, and the City’s Departmental Leads <br />shall meet to discuss and attempt to resolve the dispute in a timely manner. If they <br />cannot resolve the dispute within fourteen (14) calendar days after referral of that <br />dispute to Level Two, either Party may refer the dispute to Level Three. <br />c.Level Three - Sound Transit’s Executive Director, or Designee and the City’s <br />Department Directors or Designee shall meet to discuss and attempt to resolve the <br />dispute in a timely manner. <br />9.4. In the event the dispute is not resolved at Level Three within fourteen (14) calendar days after <br />referral of that dispute to Level Three, the Parties are free to file suit, seek any available legal <br />remedy, or agree to alternative dispute resolution methods such as mediation. At all times <br />prior to resolution of the dispute, the Parties shall continue to perform any undisputed <br />obligations and make any undisputed required payments under this Agreement in the same <br />manner and under the same terms as existed prior to the dispute. Notwithstanding anything in <br />this Agreement to the contrary, neither Party has any obligation to participate in mediation or <br />any other form of alternative dispute resolution following completion of Level Three of the <br />process described herein. A Party may decline to participate in such proceeding for any reason <br />or no reason. <br />10.LEGAL PROVISIONS <br />10.1. Warranties. By execution of this Agreement, both Parties warrant that they have the full <br />right and authority to enter into and perform this Agreement, and that by entering into or <br />performing this Agreement, they are not in violation of any law, regulation, or agreement; <br />and that the execution, delivery and performance of the Agreement has been duly authorized <br />by all requisite corporate action, and that the signatories hereto, which have signed on each <br />Parties behalf, are authorized to sign this Agreement. <br />10.2. No waiver. Neither Party will be relieved of its obligations to comply promptly with any <br />provision of this Agreement by reason of any failure by the other Party to enforce prompt <br />compliance, and such failure to enforce will not constitute a waiver of rights or acquiescence <br />in the other Party’s conduct.