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5. No Transfer Event shall relieve Sponsor and any successor entity from being jointly and <br />severally liable for payment and performance of all obligations of Sponsor under this Agreement <br />if the City does not exercise its right of termination as provided in Section VII(4). <br />Article VIII <br />Notices <br />All notices hereunder by either Party to the other shall be in writing. All notices, demands, or <br />requests shall be deemed given when mailed, postage prepaid, registered, or certified mail, return <br />receipt requested. <br />If to the City If to Sponsor: <br />City Administrator <br />City of Elk River <br />13065 Orono Parkway <br />Elk River, MN 65330 <br />Article IX <br />General Provisions <br />1. Amendments. Neither this Agreement nor any term or provision hereof may be changed, <br />waived, discharged, or terminated, except by a written instrument signed by the parties hereto. <br />2. Interpretation of Agreement. The captions preceding the articles and sections of this <br />Agreement have been inserted for convenience of reference only and such captions shall in no way <br />define or limit the scope of intent of any provision of this Agreement. Unless otherwise provided <br />herein, whenever the consent of the City is required to be obtained, the City may give or withhold <br />such consent in its sole and absolute discretion. <br />3. Severability. If any provision of this Agreement or the application thereof to any person, <br />entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this <br />Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid <br />and be enforceable to the fullest extent permitted by law. <br />4. Attorneys' Fees. In the event of a dispute regarding any provision of this Agreement, the <br />party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other <br />party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to <br />judgment), including without limitation, court costs and attorneys' fees. <br />5. Time of Essence. Time is of the essence with respect to all provisions of this Agreement <br />in which a definite time for performance is specified including, but not limited to, the expiration <br />of the term. <br />6. Cumulative Remedies. All rights and remedies of either party hereto set forth in this <br />Agreement shall be cumulative, except as may otherwise be provided herein. <br />