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5 <br />overnight delivery service, in each case addressed as hereafter provided. Each such notice shall be <br />effective upon (a) immediately upon personal delivery, (b) three (3) days after being deposited in <br />the U.S. Mail, or upon delivery by facsimile or electronic mail, or (c) one (1) Business Day after <br />being deposited with such courier service. The time period within which a response to any such <br />notice must be given, however shall commence to run from the date of receipt of the notice by the <br />addressee thereof. Rejection or other refusal to accept or the inability to deliver because of <br />changed address of which no notice was given shall be deemed to be receipt of the notice sent. By <br />giving to the other party hereto at least ten (10) days' notice thereof, either party hereto shall have <br />the right from time to time to change its address and shall have the right to specify as its address <br />any other address within the United States of America: <br />To the City: City of Elk River, Minnesota <br />13065 Orono Parkway <br />Elk River, Minnesota 55330 <br />Attention: City Administrator <br />To FBER: First Bank Elk River <br />812 Main Street <br />Elk River, Minnesota 55330 <br />Attention: Scott D. Fritz <br />7. Governing Law and Construction. This Agreement shall be governed by, and <br />construed and interpreted in accordance with, the internal substantive laws of the State of <br />Minnesota, without giving effect to the conflicts of laws, rules and principals of such state. <br />8. Consent to Jurisdiction. The City hereby submits and consents to the personal <br />jurisdiction to the courts of Wright County, Minnesota and the courts of the United States of <br />America located in that state for the enforcement of this instrument and waives any and all personal <br />rights under the laws of any state or the United States of America to object to jurisdiction in such <br />courts. Litigation may be commenced in the state court of general jurisdiction for any of such <br />counties or the United States District Court located in Minnesota, at the election of FBER. Nothing <br />contained herein shall prevent FBER from bringing any action in any other state or jurisdiction <br />against any other person or exercising any rights against any security given to FBER. <br />Commencement of any such action or proceeding in any other state or jurisdiction shall not <br />constitute a waiver of consent to jurisdiction of or the submission made by the City to personal <br />jurisdiction within the State of Minnesota. In the event an action is commenced in another <br />jurisdiction or venue under any tort or contract theory arising directly or indirectly from the <br />relationship created by this Agreement, FBER, at its option, shall be entitled to have the case <br />transferred to one of the jurisdictions and venues above described or any other jurisdiction, or if <br />such transfer cannot be accomplished under applicable law, to have such case dismissed without <br />prejudice. <br />9. Waiver of Jury Trial. THE CITY AND FBER, BY ITS ACCEPTANCE HEREOF, <br />EACH HEREBY VOLUNTARILY, KNOWINGLY, INTENTIONALLY, IRREVOCABLY <br />AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN <br />RESOLVING ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT OR <br />OTHERWISE) BETWEEN THE CITY AND FBER ARISING OUT OF OR IN ANY WAY <br />Page 223 of 327