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2 <br /> <br />necessary approvals. The City’s obligation to accept the grant, including its obligation to accept <br />donation of the right-of-way, is contingent on City Council approval. <br /> <br />3.1.2 Each Grantor shall cooperate reasonably with the City in support of grant <br />applications and the Project. <br /> <br />3.2 Smith Island Terminal LLC. Smith Island Terminal shall transfer to the City the property <br />interests set forth in Agreement Exhibit 1. <br /> <br />3.3 Miles Sand & Gravel Company. Miles Sand and Gravel Company shall transfer to the City <br />the property interests set forth in Agreement Exhibit 1. <br /> <br />3.4 Cedar Grove Composting, Inc. Cedar Grove Composting, Inc shall transfer to the City the <br />property interests set forth in Agreement Exhibit 1. <br /> <br />3.5 Sumner Capital LLC. Sumner Capital LLC shall transfer to the City the property interests set <br />forth in Agreement Exhibit 1. <br /> <br />3.6 WSG LLC. WSG LLC shall transfer to the City the property interests set forth in Agreement <br />Exhibit 1 <br /> <br />3.7 M.A.P. #2, LLC. Map #2 LLC shall transfer to the City the property interests set forth in <br />Agreement Exhibit 1. <br /> <br /> <br />4. CITY OBLIGATIONS. <br /> <br />4.1 City shall apply for grant funding for the Project and, if the grant award is accepted by City <br />Council, shall apply such funding to the Project. <br /> <br />4.2 City, if approved by the City Council, shall accept the transfer of the Property in support <br />of the Project and other public purposes and record the transfer documents in the records of <br />Snohomish County, Washington. <br /> <br />4.3 If the grant and donation is accepted by City Council, the City shall comply with all <br />applicable federal, state and municipal laws in conducting the Project and use of the grant(s). <br /> <br />5. GENERAL <br />5.1 Choice of Law. This Agreement shall be governed and interpreted according to the laws of <br />the State of Washington. The Parties agree that the Superior Court for Snohomish County, in the <br />State of Washington, shall be the exclusive and proper forum for any action or proceeding, including <br />arbitration, if any, brought under this Agreement. The Parties accept the personal jurisdiction of such <br />court. <br />5.2 Dispute Resolution. The Parties shall use reasonable, good faith efforts to cooperatively <br />resolve any disputes that arise in connection with this Agreement. When a bona fide dispute arises