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4.3. If the senior management officials cannot reach agreement within twenty (20)
<br /> days after receiving a referral, they may either initiate: (a) a ten (10) day cooling
<br /> off period; and/or(b)voluntary non-binding mediation by a mutually agreed-upon
<br /> mediator. The Parties intend that any mediation process or any cooling off period
<br /> followed by further negotiations be completed within fifty (50) days of senior
<br /> management officials receiving the referral.
<br /> 4.4. If the Parties through the above process fail to resolve the dispute concerning any
<br /> matter subject to this MOO, either party may seek judicial review in Snohomish
<br /> County Superior Court under Washington law and procedure. Compliance with
<br /> the dispute resolution process established by this MOU is a condition precedent
<br /> to any lawsuit.
<br /> 5. Indemnification and Third Party Claims
<br /> 5.1. The City hereby agrees to and shall indemnify,defend, protect and hold K-C, KCWW
<br /> and their employees, agents, officers, directors and shareholders("K-C Indemnified
<br /> Parties") harmless of, from and against any and all liabilities, suits, claims, losses,
<br /> causes of action, liens, fines, penalties, costs and expenses, including, without
<br /> limitation, court costs, reasonable attorneys'fees and costs, and damages including
<br /> but not limited to injury to or death of any person or damage to any property
<br /> (collectively"Claims")sustained by K-C Indemnified Parties or asserted by any third
<br /> party against K-C Indemnified Parties or the Property, for: (a) acts or omissions of
<br /> the City and its employees, agents,officers,directors, and tenants with respect to the
<br /> Property after the Closing Date; (b)any spills or releases of Hazardous Substances
<br /> on the Property resulting from the acts or omissions of the City and its employees,
<br /> agents, officers, directors, tenants and invitees after the Closing Date; and (c) any
<br /> cleanup costs with respect to Hazardous Substances on the Property which the City
<br /> has agreed to pay under the MOU; provided, however,the foregoing indemnity shall
<br /> not cover any claims: (a) in connection with any obligations of K-C or KCWW that
<br /> may be contained in the MOU and final Ecology remedial action approvals obtained
<br /> by the Parties under the MOU; (b) any obligations of K-C or KCWW in existing
<br /> easements or agreements with respect to the Property that have not been assumed
<br /> by The City; and (c) any claims resulting from the gross negligence or willful
<br /> misconduct of K-C Indemnified Parties. The foregoing indemnity shall survive the
<br /> expiration or earlier termination of this MOU.
<br /> 5.2. K-C and KCWW hereby agree to and shall indemnify, defend, protect and hold The
<br /> City and its employees, agents, officers, directors and tenants ("City Indemnified
<br /> Parties") harmless of, from and against any and all Claims sustained by the City
<br /> Indemnified Parties or asserted by any third party against City Indemnified Parties or
<br /> the Property for: (a) acts or omissions of K-C, KCWW and their employees, agents,
<br /> officers, directors, and tenants with respect to the Property prior to the Closing Date;
<br /> (b) any spills or releases of Hazardous Substances on the Property resulting from
<br /> the acts or omissions of K-C, KCWW and their employees, agents, officers,
<br /> directors, tenants and invitees prior to the Closing Date; and (c) any cleanup costs
<br /> with respect to Hazardous Substances on the Property which K-C or KCWW has
<br /> agreed to pay under this MOU; provided, however,the foregoing indemnity shall not
<br /> cover any claims: (a) in connection with any obligations on the City that may be
<br /> contained in the MOU and final Ecology remedial action approvals obtained by the
<br /> Parties under the MOU; (b) any obligations of the City in existing easements or
<br /> agreements with respect to the Property that have been assumed by the City; and
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