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6 <br /> or administrative proceeding as evidence of responsibility or liability of any Party with <br /> regard to any hazardous substances that may be present at or near the Site. This <br /> Agreement is admissible, however, in any action to enforce the terms and conditions of <br /> this Agreement. No actions taken pursuant to this Agreement shall be construed as an <br /> admission of liability or equitable responsibility for the presence of any hazardous <br /> substances at or near the Site. <br /> 14. Third Parties. This Agreement is not intended for the benefit of any third <br /> party and is not enforceable by any third party, including, but not limited to, federal, <br /> state, and local regulatory agencies (other than the City). <br /> 15. Reservation of Rights Against Third Parties. ExxonMobil and <br /> American Distributing do not waive, and expressly reserve, all claims they may have <br /> against all third parties under the Model Toxics Control Act and any other authority for <br /> recovery of all expenses and losses incurred under this Agreement. <br /> 16. Attorneys' Fees and Costs. Except as otherwise stated herein, the <br /> Parties shall bear their own attorneys' fees and independent consultants' costs incurred <br /> in connection with the negotiation of this Agreement. Notwithstanding the foregoing, in <br /> any action brought to enforce the terms of this Agreement, the prevailing Party(les) shall <br /> be entitled to recover its reasonable attorneys' fees and consultants' costs incurred <br /> therein. <br /> 17. Governing Law and Venue. This Agreement shall be interpreted and <br /> enforced pursuant to the laws of the State of Washington. Venue for any lawsuit arising <br /> out of this Agreement shall be in Snohomish County, Washington. <br /> 18. Duration. Except for the terms and conditions of this Agreement that <br /> expressly survive termination, this Agreement shall remain in effect until completion of <br /> the terms and conditions of this Agreement. This Agreement may be extended by the <br /> written agreement of the Parties. <br /> 19. Dispute Resolution. Any dispute that may arise under this Agreement <br /> shall be resolved according to this section. If any Party alleges a breach or violation of <br /> any provision of this Agreement, it shall provide written notice of the alleged violation to <br /> the other Parties. The Parties and/or their attorneys shall meet in person as soon as <br /> reasonably possible to attempt to resolve the dispute. If the Parties cannot resolve the <br /> dispute within thirty (30) days of such meeting, the Parties shall seek to agree on a <br /> mediator to mediate the dispute. The mediation shall be non-binding on the Parties. In <br /> the event the mediation is unsuccessful and the Parties are not able to resolve the <br /> dispute, each Party reserves all rights and defenses available to them under applicable <br /> laws. <br /> 20. Counterparts. This Agreement may be executed in three (3) <br /> counterparts, each of which shall be deemed to be an original and of equal force and <br /> effect. <br /> Funding Agreement Page 6 of 8 <br /> 2002 001 hh310502 <br /> 53 <br />