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and Engineer agree to par cipate in the media on process in good faith and to share the cost of the media on equally. The process shall be conducted on a confiden al basis and shall be completed within 150 days of the date of no ce by either party of the existence of the dispute. If such media on is unsuccessful in resolving a Dispute, then (either party may seek to have the Dispute resolved by a court of competent jurisdic on. 11. Jurisdic on and Venue This agreement shall be construed pursuant to the laws of the State of New York with venue in the County of Erie. 12. Assignment Neither Village nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limita on, moneys that are due or may become due) in this Agreement without the wri en consent of the other, except to the extent that any assignment, suble ng, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any wri en consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. This provision shall not preclude Engineer from retaining Subcontractors as it deems reasonably necessary for the comple on of the services rendered hereunder. 13. Termination This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. 14. Third Party Beneficiary Nothing contained in this Agreement shall create a contractual rela onship with or a cause of ac on in favor of any third party against the Engineer. 15. Waiver Non-enforcement of any provisions by either party shall not cons tute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 8 V. E. Aurora-B&L MSA FY 2026-27 (ID 3593336).docx