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. . . to all fees and charges of engineers, architects, attorneys and other professionals and all court or arbitration or other dispute resolution costs) to the extent caused by the negligent acts or omissions of CITY or CITY's officcrs, employees, agents and CITY's consultants with respect to this Agreement. 9.5 CONTROLLING LAW This Agreement is to be governed by the laws of the State of Minnesota. 9.6 SUCCESSORS AND ASSIGNS 9.6.1 CITY and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives of CITY and ENGINEER (and to the extent permitted by paragraph 9.6.2 the assigns of CITY and ENGINEER) are hcreby bound to the other party to this Agreement and to the partners, successors, executors, administTators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 9.62 Neither CITY nor ENGINEER may assign, sublet or transfer any rights under or interest (including, but without limitation, moncys that may becomc due or moneys that are due) in this Agreement without the written consent of the other, except to the extent that any assignment, sublctting or transfer is mandated by law or the effect of this limitation may be restricted by law. Unless specifically statcd to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 9.6.3 Nothing in this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than CITY and ENGINEER, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of CITY and ENGINEER and not for the benefit of any other party. 9.7 COPYRIGHT ENGINEER shall defend actions or ctaims charging infringement of any copyright or patent by reason of the use or adoption of any designs, Drawings or Specifications supplied by it, and it shall hold hanntess the CITY from tosses or damages resulting therefrom. 9.8 DISPUTE RESOLUTION 9.8.] CITY and ENGINEER agree to negotiate in good faith for a period of thirty days from the date of notice of all disputes between them prior to exercising their rights under other provisions of this Agreement, or under law. The parties agree that all disputes remaining umesolved after thirty days will be submitted to a mutually agreeable neutral mediator, as a condition precedent to litigation or other remedies provided by law. The fee and costs of the mediator shall be apportioned equally between the parties. CITY and ENGINEER further agree to consider including a similar mediation provision in aU agreements with independent contractors and consultants regained for the Project and to require all independent contractors and consultants also 10 include a similar provision in all agreements with subcontractors, subconsultants, suppliers, or fabricators so retained. 9.8.2 Claims not resolved by nonbinding mediation or another fonn of alternative dispute resolution, counterclaims, disputes and other matters in question between the parties hereto arising out of or relating to this Agreement or the breach thereof will be decided by arbitration in accordance with Construction tndustl)' Arbitration Rules of the American Arbitration Association then obtaining, subject to the limitations and restrictions stated in paragraphs 9.8.3 and 9.8.4 below. This agreement to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as provided in this paragraph 9.8 will be specifically enforceable under the laws of the State of Minnesota. ARDEN.WPD ]8 Rev. December 12, 1997