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6. Indemnificafron. To the extent legally possible, the University and the City shall indemnify <br /> and hold the other, its officers, agents and employees, harmless from and against any and <br /> all claims, actions, liabilities, costs, including attorney fees and other costs of defense, <br /> arising out of or in any way related to any act or failure to act by each other and each <br /> other's employees, agents, officers and contractors. <br /> 7. Assignment. Neither party shall assign this Agreement, in whole or in part, or any right or <br /> obligation hereunder, without the other party's prior written approval <br /> 8. Compliance with Laws. The parties shall comply with all .applicable Federal, State, and' <br /> local laws, rules, ordinances and regulations at all times in the performance of this <br /> Agreement. <br /> 9. Notices. Any notices permitted or required by this Agreement shall be deemed-given <br /> when personally delivered or upon deposit in the United States mail, postage fully prepaid, <br /> certified, return receipt requested and addressed to the representative designated in <br /> paragraph 4. Either party may change its address by notice given to the other in <br /> accordance with this paragraph. <br /> 10. Arbitration. Any controversy regarding the terms and conditions of this Agreement shall <br /> be submitted to arbitration, Any party may request arbitration by written notice to the other. <br /> If the parties cannot agree on a single arbitrator within 15 days from the giving of notice, <br /> each party shall within five days select a person to represent that party and the two <br /> arbitrators shall immediately select a third impartial person to complete athree-member <br /> arbitration panel. If the, wo arbitrators cannot agree within 15 days on the third arbitrator, <br /> then either party may petition the Presiding Judge of the Lane County Circuit Court to <br /> select the third arbitrator. The panel shall conduct the arbitration in accordance with the <br /> provisions of ORS Chapter 36, or the corresponding provisions of any such future law. <br /> The arbitrator(s) shall assess all or part of the cost of the arbitration, including reasonable <br /> ,attorney fees, to any or all parties. <br /> <br /> 11. Integration. This Agreement embodies the entire agreement of the parties. There are no <br /> promises, terms, conditions or obligations other than those contained herein. This <br /> Agreement shall supersede all prior communications, representations or agreements, <br /> either oral or written, between the parties. This Agreement shall not be amended except in <br /> writing, signed by both parties. <br /> <br />