Public Utility District No 1 of Snohomish Co 11/29/2017

Direct negotiation. In the event of any dispute,claim, question, or disagreement arising from or relating to this 2017 Amended Agreement or the Prior Agreements or the breach thereof("dispute"), the Parties shall use their best efforts to settle the dispute. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable resolution satisfactory to both Parties. Mediation. If the dispute is not settled through direct negotiation, the Parties agree to try in good faith to settle the dispute by mediation. The Parties shall consult and attempt to select an agreed-upon mediator. If the Parties cannot agree on a mediator, they shall request that the Presiding Judge of the Snohomish County Superior Court select a mediator, whose selection shall be binding unless the parties agree on a different mediator. Each Party shall bear its own costs and fees and an equal share of the mediator's fees. Superior Court. If the dispute is not settled through direct negotiation or mediation,the Parties agree that the dispute shall be adjudicated by action brought in Snohomish County Superior Court, which shall have exclusive jurisdiction and shall be the exclusive venue for resolution of such dispute. VI. Miscellaneous Provisions A. This 2017 Amended Agreement does not change FERC License conditions, FERC-approved management plans, District's ability to operate the Project to meet FERC License conditions, City's ability to operate its water system to meet its permit conditions, or the manner in which City and District manage their respective internal financial processes. B. The term of this 2017 Amended Agreement shall be for the same term as is set forth in Article VIII, Section 3, of the 1981 Amended Agreement. C. This 2017 Amended Agreement shall apply to and be binding upon the successors and assigns of the Parties. 2017 Amended Agreement(Henry M.Jackson Hydroelectric Project) Page 10