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such waiver shall be limited to the particular breach so waived and shall not be deemed to waive <br />any other concurrent, previous or subsequent breach hereunder. <br />Section 5.8. Counterparts. This Agreement may be executed in any number of <br />counterparts, each of which shall constitute one and the same instrument. <br />Section 5.9. Law Governing. This Agreement will be governed and construed in <br />accordance with the laws of the State. <br />Section 5.10. Term, Termination. Except as provided in the Declaration, and unless this <br />Agreement is terminated earlier in accordance with its terms, this Agreement shall terminate on <br />the Final Payment Date. <br />Section 5.11. Provisions Surviving Rescission, Expiration or Termination. Sections 4.5 <br />and 4.6 shall survive any rescission, termination or expiration of this Agreement with respect to or <br />arising out of any event, occurrence or circumstance existing prior to the date thereof. <br />Section 5.12. Superseding Effect. This Agreement reflects the entire agreement of the <br />parties with respect to the development of the Development Property, and supersedes in all respects <br />all prior agreements of the parties, whether written or otherwise, with respect to the development <br />of the Development Property. <br />Section 5.13. Relationship of Parties. Nothing in this Agreement is intended, or shall be <br />construed, to create a partnership or joint venture among or between the parties hereto, and the <br />rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. All <br />covenants, stipulations, promises, agreements and obligations of the City contained herein shall be <br />deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not <br />of any governing body member, officer, agent, servant or employee of the City. <br />Section 5.14. Venue. All matters, whether sounding in tort or in contract, relating to the <br />validity, construction, performance, or enforcement of this Agreement shall be controlled by and <br />determined in accordance with the laws of the State of Minnesota, and the Developer agrees that <br />all legal actions initiated by the Developer or City with respect to or arising from any provision <br />contained in this Agreement shall be initiated, filed and venued exclusively in the State of <br />Minnesota, Sherburne County, District Court and shall not be removed therefrom to any other <br />federal or state court. <br />21 <br />EL185-70-769416.d7 <br />