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7. Survival of Indemnities. Termination of this Agreement shall not affect the right of City or <br />Primary Sponsor to enforce any and all indemnities and representations and warranties given <br />or made to the other Party under this Agreement, nor shall it affect any provision of this <br />Agreement that expressly states it shall survive termination hereof. <br />8. Entire Agreement; Exhibits. This Agreement, including exhibits, shall constitute the entire <br />agreement of the Parties. Any and all prior agreements or understandings of the Parties shall, <br />upon execution of this Agreement, be null and void. <br />9. Waiver. <br />a. Any term or condition of this Agreement may be waived at any time by the Parry <br />entitled to the benefit thereof. The waiver of any term or condition shall not be <br />construed as a waiver of any other term or condition of this Agreement. <br />b. The failure of either Party to give notice or demand strict performance by the other of <br />any of the terms, obligations, covenants, or conditions set forth herein shall not be <br />construed as a waiver or relinquishment of the other Party's right to seek a remedy for <br />or demand strict performance of said terms, obligations, covenants and conditions. <br />The failure to terminate this Agreement for default shall not constitute a waiver of any <br />remedies the non -defaulting Party would otherwise be entitled to demand. <br />d. All waivers shall be done in writing to be valid. <br />10. Force Majeure. If the performance by any Party of any obligation set forth in this Agreement <br />(other than the payment of money) is prevented by an act of God, force majeure or similar <br />contingency or unexpected event beyond the control of any Party, such occurrence shall be <br />considered a valid excuse for non-performance or delay in the performance of the obligations <br />hereunder. <br />11. Compliance with Laws. In performing its obligations under this Agreement, each Party will <br />comply with all local ordinances, state and federal statutes, orders, by-laws, regulations, and <br />other laws of any applicable governmental entity or agency. <br />12. Costs and Expenses. Each Party must pay its own legal costs and expenses for the <br />negotiation, preparation, and execution of this Agreement. <br />13. Governing Law and Jurisdiction. Any and all matters in dispute between the Parties arising <br />from or relating to this Agreement shall be governed by, construed, and enforced in <br />accordance with the laws of the State of Minnesota and the exclusive jurisdiction for any claim <br />or action arising out of or relating to this Agreement shall be the state or federal courts located <br />in Sherburne County, State of Minnesota. <br />14. Section Headings. Section headings are for reference purposes only and are not intended to <br />create substantive rights or obligations. <br />Page 103 of 273 <br />