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7 <br /> hereto. BCG shall notify the City and the State Department of Ecology in writing <br /> of any such release. BCG shall have full responsibility for completely cleaning up <br /> any and all contamination from such a release as may be required by any <br /> governmental agency and hold the City harmless from any liability related thereto. <br /> If BCG fails to act within the required statutory timeframe upon any release of a <br /> hazardous substance, without conferring any duty upon the City, the City may <br /> enter the Facility and take whatever steps it deems appropriate to cure the <br /> consequences of any such release, at the expense of BCG. <br /> To the best of City's knowledge, City represents that there are no underground <br /> storage tanks of any nature on the Facility (fuel,propane, gas etc.). The City does <br /> not have any knowledge of asbestos-containing products within the Facility. City <br /> shall promptly notify BCG as soon as City knows of any changes to the <br /> representations contained in this Section 20 E. <br /> For the purposes of this Agreement, "hazardous substance" shall mean: Any <br /> substance now or hereinafter designated as, and/or that is subject to regulation as, <br /> hazardous, toxic, dangerous, or harmful by any federal, state or local law, <br /> regulation, statute, or ordinance, including but not limited to the Resource <br /> Conservation and Recovery Act, Comprehensive Environmental Response <br /> Compensation and Liability Act, Superfund Amendments and Re-authorization <br /> Act of 1986, and the Washington Model Toxic Control Act(MOTCA). <br /> Limited to the provisions of this Section 20 E, the parties hereby agree to <br /> indemnify and defend the other from, and agree to hold the other harmless <br /> against, any and all liability, loss, cost, damage, penalties, claims, causes of <br /> action, proceedings and expense, including without limitation, court costs and <br /> reasonable attorneys' fees caused by, relating to or resulting from or out of or in <br /> connection with any misrepresentation by the City or BCG under this Section 20 <br /> E. The provisions of this Section 20 E shall survive the expiration or any <br /> termination of this Agreement. <br /> F. Venue Stipulation. BCG's principal place of business is the Commonwealth of <br /> Virginia, and the Facility is located in the State of Washington. BCG hereby <br /> irrevocably submits to the jurisdiction of the courts of Snohomish County, the <br /> State of Washington and the federal courts whose jurisdiction includes the State <br /> of Washington. The parties agree that this Agreement shall be governed by and <br /> construed in accordance with the laws of the State of Washington. <br /> G. Binding. All of the terms and provisions of this Agreement shall be binding and <br /> inure to the benefit of the parties and their respective permitted successors and <br /> assigns. This Agreement is solely for the benefit of the parties hereto and not for <br /> the benefit of any third party. <br /> H. Assignment. BCG shall not assign or transfer this Agreement nor otherwise <br /> convey any right or privilege granted hereunder. Neither this Agreement nor any <br /> right,privilege or interest herein or hereunder shall be transferable by operation of <br /> law or by any process or proceeding in any court. Provided, however, BCG is <br /> hereby authorized to assign or transfer this Agreement to EGM, its wholly-owned <br /> subsidiary, without City's consent so long as (i) written notice thereof is given to <br /> 21 <br />