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credit rating by either Moody's or S&P applicable to K-C, but K-C's long-term <br /> indebtedness or deposits are rated by any other internationally recognized rating <br /> agency lower than a rating equivalent to the forgoing rates by such other rating <br /> agency, then K-C shall provide (not later than five (5) business days from said <br /> rating)the City with a letter of credit or such other comparable adequate financial <br /> security reasonably acceptable to the City for the remainder of its obligation to <br /> fund the cost of the Work. Such types of other security may include insurance or <br /> bonds that will be readily accessible to the City. If K-C is party to a merger or <br /> acquisition, the surviving entity will assume and be bound to perform K-C's <br /> obligations as set forth in this MOU. If K-C sells all or substantially all of its <br /> assets, K-C shall cause the entity acquiring the assets to enter into an agreement <br /> with the City obligating the acquiring entity to assume and perform the remaining <br /> obligations of K-C under the MOU. <br /> 3.3. The Parties will share the cost of the Work as provided above, with the following <br /> exceptions: <br /> 3.3.1. If either Party wants remedial actions to be implemented that result in <br /> costs greater than the costs that would be required to meet the Performance <br /> Standards, that Party will pay those additional costs. <br /> 3.3.2. The Parties identify one or more PLPs that agree to fund a share of the <br /> Work. <br /> 3.4. The City may seek grants and matching funds available under MTCA from the <br /> Department of Ecology (and/or applicable Brownfield programs from the U.S. <br /> Environmental Protection Agency). The City will consult with the RET prior to <br /> seeking Ecology or EPA grant or loan funds. K-C will reasonably cooperate with <br /> the City in the City's application for any such grants, matching funds, or loans. <br /> 4. Dispute Resolution Process <br /> 4.1. The RET will attempt to resolve all matters by majority vote. In the event of an <br /> impasse, the RET may engage experts and/or facilitators to assist with dispute <br /> resolution or refer the matter in dispute to senior management for structured <br /> negotiation and formal dispute resolution as set forth in this section. <br /> 4.2. If the RET does not resolve a dispute within thirty days (subject to extension by <br /> the RET), either Party may refer the dispute to senior management. Within ten <br /> (10) days after referral by the RET, each Party shall designate one senior <br /> manager with authority to resolve the matter in dispute. Upon request, the RET <br /> shall provide the senior management officials with one or more brief oral or <br /> written statement identifying: (a) any material facts at issue (and agreed upon <br /> facts, if relevant); (b) any specific provisions of this MOU at issue; (c) the basis for <br /> their positions and the consequences if their position is not accepted; and (d) any <br /> alternatives they wish to recommend for consideration. The senior management <br /> officials may jointly retain consulting engineers or other experts or facilitators to <br /> make recommendations to them and any costs shall be shared equally <br /> (50%/50%) by the Parties. <br /> Page 8 <br />