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<br />MMPA the rights granted hereunder. Each person signing this <br />Agreement on behalf of City is authorized to do so. When signed <br />by the City, this Agreement constitutes a valid and binding <br />agreement enforceable against the City in accordance with its <br />terms. <br /> <br />12. Miscellaneous. <br /> <br />12.1. This Agreement supersedes all prior discussions and <br />negotiations and contains all agreements and <br />understandings between the City and MMPA. <br /> <br />12.2. This Agreement may be signed in counterparts by the <br />parties hereto. <br /> <br />12.3. MMPA may assign this Agreement at any time without the <br />City’s consent provided that the same shall not release <br />MMPA from any of the obligations arising under this <br />Agreement. <br /> <br />12.4. If any term of this Agreement is found to be void or invalid, <br />such invalidity shall not affect the remaining terms of the <br />Agreement, which shall continue in full force and effect. <br /> <br />12.5. Headings set forth herein are for convenience, only and are <br />not to be construed against the content of any paragraphs <br />herein. <br /> <br />12.6. This Agreement shall be construed in accordance with the <br />laws of Minnesota, excluding conflict of laws provisions. <br /> <br />12.7. This Agreement may not be modified or changed except by <br />the written agreement of both Parties. <br /> <br />\[Signature Page Follows.\] <br /> <br />10 <br /> <br />Doc# 3047489\\2 <br />154644225.4 <br /> <br />