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�iWashington State Transportation Improvement Board C -E-930(009)-9 <br />Complete Streets Award Grant Agreement <br />10. DISPUTE RESOLUTION <br />a) The Parties shall make good faith efforts to quickly and collaboratively resolve any <br />dispute arising under or in connection vvith this Agreement. The dispute resolution <br />process outlined in this Section applies to disputes arising under or in connection with <br />the terms of this Agreement. <br />b) Informal Resolution. The Parties shall use their best efforts to resolve disputes promptly <br />and at the lowest organizational level. <br />c) In the event that the Parties are unable to resolve the dispute, the Parties shall submit <br />the matter to non-binding mediation facilitated by a mutually agreed upon mediator. The <br />Parties shall share equally in the costs of the mediator. <br />d) Each Party agrees to participate to the fullest extent possible and in good faith in <br />resolving the dispute in order to avoid delays or additional incurred cost to the Project <br />work plan. <br />e) The Parties agree that they shall have no right to seek relief in a court of law in <br />accordance with Section 11, until and unless the Dispute Resolution process has been <br />exhausted. <br />11. GOVERNANCE VENUE AND ATTORNEYS FEES <br />This Agreement shall be construed and interpreted in accordance with the laws of the state of <br />Washington and venue of any action brought hereunder shall be in the Superior Court for <br />Thurston County. The Parties agree that each Party shall be responsible for its own attorneys' <br />fees and costs. <br />12_ INDEMNIFICATION HOLD HARMLESS AND WAIVER <br />12.1 RECIPIENT, shall protect, defend, indemnify, and save harmless the TIB, its officers, <br />officials, employees, and authorized agents, while acting within the scope of their employment <br />as such, from any and all costs, claims, judgments, and/or awards of damages (both to persons <br />and/or property), arising out of, or in any way resulting from, RECIPIENT'S negligent acts or <br />omissions which may arise in connection with its performance under this Agreement. <br />RECIPIENT shall not be required to indemnify, defend, or save harmless the TO if the claim, <br />suit, or action for injuries, death, or damages (both to persons and/or property) is caused by the <br />sole negligence of TIB; provided that, where such claims, suits, or actions result from the <br />concurrent negligence of the Parties, or involves those actions covered by RCW 4.24.115, the <br />indemnity provisions provided herein shall be valid and enforceable only to the extent of <br />RECIPIENT's own negligence <br />12.2 RECIPIENT agrees that its obligations under this section extends to any claim, demand <br />and/or cause of action brought by, or on behalf of, any of its officers, officials, employees or <br />authorized agents. For this purpose, RECIPIENT, by mutual negotiation, hereby waives, with <br />respect to TIB only, any immunity that would otherwise be available to it against such claims <br />under the Industrial Insurance provisions of Title 51 RCW. <br />12.3 The obligations of this indemnification and waiver Section shall survive termination of <br />this Agreement. <br />13. ASSIGNMENT <br />The RECIPIENT shall not assign or transfer its rights, benefits, or obligations under this <br />Agreement without the prior written consent of TIB. The RECIPIENT is deemed to consent to <br />Complete Streets Grant Agreement Page 4 of 5 December 2016 V <br />