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7. Public Infrastructure Upgrades. GRE will be responsible for paying directly <br /> for all infrastructure required for the construction and operation of the <br /> Project including water,wastewater, and roads. <br /> 8. Provision Relating to o Pavment and Reimbursement. All amounts required to <br /> be paid hereunder shall be paid,without deduction or offset, prior notice or <br /> demand, in lawful money of the United States of America at the address set <br /> forth in the opening paragraph of this Agreement or to any other address as <br /> designated by the City in writing. <br /> 9. Condition Precedent. The obligations of the Cooperative under this <br /> Agreement are expressly conditioned upon passage of the Legislation by the <br /> Minnesota Legislature and the Legislation remaining in full force and effect <br /> and the Project being constructed and commercially operable at the Property. <br /> 10. Representing of Parties. Each of the parties hereto represents to the other <br /> party that the execution, delivery, and performance by each party has been <br /> duty authorized by all necessary action and constitutes the legal, valid, and <br /> binding obligation of each party enforceable against such party in accordance <br /> with its terms. <br /> 11. Acknowledgements by Cooperative. The Cooperative acknowledges and <br /> agrees that other than supporting the Project in all respects: (a) no promises <br /> or commitments of any type or kind have been made by the City with respect <br /> to providing financial assistance to the Project whether by loan, grant, bond <br /> issuance, or otherwise; (b) the Cooperative will need to obtain all permits and <br /> approvals for the Project required by applicable law, including all City <br /> approvals and permits, and all environmental approvals and permits, and that <br /> no promises have been made by the City with respect to waiving or <br /> modifying any applicable permitting requirements; (c) no promises or <br /> commitment have been made by the City, with respect to the assessed <br /> valuation of the Property or the Project or any of the facilities ancillary <br /> thereto; and (d) no promises or commitments have been made by the City <br /> with respect to purchasing electricity from the Project or constricting, <br /> recruiting, or supporting any other electrical generation facilities within the <br /> City. <br /> 12. jurisdiction. In the event of any litigation between the parties hereto with <br /> respect to the subject matter of this Agreement (whether or not expressly <br /> covered by this Agreement) each of the parties agrees to the exclusive <br /> jurisdiction of the matter in the state courts located in the City and waives <br /> any arguments that such forum is not convenient. <br /> 13. Integration. This Agreement constitutes the entire agreement among the <br /> parties with respect to the subject matter hereof and supersedes all other <br /> agreements and understandings, both written and oral, between the parties <br /> with respect to the subject matter hereof, and may be executed <br /> simultaneously in several counterparts, each of which shall be deemed an <br /> original and all of which together shall constitute one and the same <br /> instrument. No amendment or termination of this Agreement shall be <br /> effective unless the same shall be done in writing signed by all parties hereto. <br /> 14. Assignment. This agreement shall be binding upon each of the parties hereto <br /> and their respective permitted successors and assigns. The Cooperative may <br /> not assign its rights or delegate its duties hereunder without the express <br />