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b. By Cit . The City may assign its ownership of and /or its operation, maintenance or <br />repair responsibilities with respect to the Network Ring to a third party, but only if said <br />third party specifically agrees to be bound by the terms of this Agreement. <br />8. Amendments. This Agreement contains all of the terms agreed to by the parties and any promise <br />or communications of any type not reflected in this Agreement are null and void. Any <br />amendments to this Agreement shall be in writing and shall be approved by the governing board <br />of each party. <br />9. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota. <br />10. Liabili . Except as provided above, each party shall be responsible for any loss, damage or <br />injury to any person or property arising out its obligations under this Agreement. Each party <br />agrees to defend and indemnify the other party and its officers, employees and agents for any <br />claims arising from its performance or failure to perform its obligations under this Agreement. <br />Each party shall only be responsible for out -of- pocket costs to the other party. Each party waives <br />any claim for lost services, lost profits, indirect, consequential or special damages. Nothing in <br />this Agreement shall constitute a waiver or limitation of any immunity or limitation on liability to <br />which a party may be entitled under Minnesota Statutes, Chapter 466 or otherwise. <br />11. Insurance. Each party shall purchase liability insurance in the amount equal to or greater than the <br />maximum liability applicable to municipalities set forth in Minnesota Statutes, Chapter 466. This <br />requirement may be met through membership in a self - insurance pool. Each party shall name the <br />other party as an additional insured to the extent necessary to meet its obligations under this <br />agreement. <br />12. Dispute Resolution. If the parties cannot agree on any matter arising out of this Agreement, after <br />a reasonable period of good faith negotiations, they agree to engage a qualified third party to <br />mediate the disagreement, and share to the cost of the mediator on an equal basis. The parties <br />will work in good faith with the mediator to find an acceptable solution and must reduce any <br />settlement to writing. Any such agreement must be incorporated into and made a part of this <br />agreement. If a mediated agreement cannot be reached, each party has available to it all rights in <br />law or equity. <br />13. Entire Agreement. This Agreement sets forth the entire understanding of the parties. <br />14. Notices. <br />a. Notices to City, Payments made and notices given pursuant to the terms of this <br />Agreement to the City shall be addressed or delivered personally to: <br />City Administrator <br />City of Elk River <br />13065 Orono Parkway <br />Elk River, MN 55330 <br />Phone: (763) 635 -1200 <br />