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<br /> notice and attempt to resolve the dispute. In the event the Designated Representatives cannot
<br /> resolve the dispute (and that dispute is not subject to some other formal appeal process),
<br /> Sound Transit's Executive Director of Operations or his/her designee and the Mayor of the City
<br /> or his/her designee will meet within seven business days of receiving notice from a Designated
<br /> Representative and engage in good faith negotiations to resolve the dispute.
<br /> In the event the Executive Director of Operations or his/her designee and the Mayor of the City
<br /> or his/her designee are unable to resolve the dispute, the Parties may submit the matter to a
<br /> mutually agreed upon non-binding mediator. The Parties will share equally in the cost of the
<br /> mediator.
<br /> The Parties have no right to seek relief under this Agreement in a court of law until and unless
<br /> each of these procedural steps is exhausted. The preceding sentence does not apply to the
<br /> extent that any applicable statute of limitations will or may run during the time that may be
<br /> required to exhaust the procedural steps set forth above; if the Party initiating the lawsuit
<br /> immediately moves to stay the lawsuit while the procedural steps set forth above are satisfied.
<br /> 10.0 INDEMNIFICATION
<br /> Each Party will protect, defend, indemnify, and save harmless the other Party, its officers,
<br /> officials, employees, and agents, while acting within the scope of their employment as such,
<br /> from any and all costs, claims, judgment, and/or awards of damages, arising out of, or in any
<br /> way resulting from, Indemnifying Party's negligent acts or omissions. Neither Party is required
<br /> to indemnify, defend, or save harmless the other Party if the claim, suit, or action for injuries,
<br /> death, or damages is caused by the sole negligence of the Party seeking indemnity. Where
<br /> such claims, suits, or actions result from concurrent negligence of the Parties, the indemnity
<br /> provisions provided herein are valid and enforceable only to the extent of the Party's own
<br /> negligence. Each obligation under this paragraph extends to any claim, demand, or cause of
<br /> action brought by, or on behalf of, any of each Party's employees or agents. For this purpose,
<br /> each Party, by mutual negotiation, hereby waives, with respect to the other Party only, any
<br /> immunity that would otherwise be available against such claims under the industrial insurance
<br /> provisions of Title 51 RCW. In the event that a Party incurs any judgment, award, and/or cost
<br /> arising therefrom, including attorneys' fees, to enforce the provisions of this section, all such
<br /> fees, expenses, and costs are recoverable from the responsible Party to the extent of that
<br /> Party's culpability. This indemnification will survive the termination of this Agreement.
<br /> 11.0 INSURANCE
<br /> Each Party will, at its expense, obtain and maintain during the entire term of this Agreement an
<br /> appropriate program of self-insurance, commercial insurance, or any combination thereof, for
<br /> its liability exposures under this agreement including its indemnity obligations. If a Party self-
<br /> insures, then it will provide the other Party with a letter attesting to its self-insurance program as
<br /> adequate proof of coverage. When commercial insurance is utilized, each Party agrees to
<br /> provide the other Party with a Certificate(s) of Insurance showing compliance with the
<br /> appropriate insurance requirements and naming the other Party as an additional insured.
<br /> Everett Station Operations&Maintenance Agreement, December 2015
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