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I/Vashington State Transportation Improvement Board C-E-930(001)-1'Complete Streets Award Grant Agreement <br />10.DISPUTE RESOLUTlON <br />a)The Parties shall make good faith efforts to quickly and collaboratively resolve any <br />dispute arising under or in connection with ihis 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,VENtJE.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 TIB 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