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3 <br /> <br />b. This indemnification and hold harmless provision shall survive the execution, <br />delivery, and performance of this Agreement and the payment by City of any <br />portion of the Grant. <br /> <br />8. Miscellaneous. <br />a. Waiver. The performance or observance of any promise or condition set forth in <br />this Agreement may be waived, amended, or modified only by a writing signed by <br />the District and the City. No delay in the exercise of any power, right, or remedy <br />operates as a waiver thereof, nor shall any single or partial exercise of any other <br />power, right, or remedy. <br />b. Governing Law. Minnesota law, without regard to its choice-of-law provisions, <br />governs this Agreement. Venue for all legal proceedings out of this Agreement, or <br />its breach, must be in the appropriate state or federal court with competent <br />jurisdiction in Hennepin County, Minnesota. <br />c. Assignments. The District may neither assign nor transfer any rights or obligations <br />under this Agreement without the prior consent of the City and a fully executed <br />Assignment Agreement, executed and approved by the same parties who executed <br />and approved this Agreement, or their successors in office. <br />d. Severability. If any provision or application of this Agreement is held unlawful or <br />unenforceable in any respect, such illegality or unenforceability shall not affect <br />other provisions or applications that can be given effect, and this Agreement shall <br />be construed as if the unlawful or unenforceable provision or application had never <br />been contained herein or prescribed hereby. <br />e. Notice. All notices required hereunder shall be given by depositing in the U.S. mail, <br />postage prepaid, certified mail, return receipt requested, to the following addresses: <br /> <br />To City: <br /> <br />To District: <br /> <br />f. Entire Agreement. This Agreement constitutes the complete and exclusive <br />statement of all mutual understandings between the parties with respect to this <br />Agreement, superseding all prior or contemporaneous proposals, communications, <br />and understandings, whether oral or written, concerning the Grant. <br />g. Amendments. Any amendment to this Agreement must be in writing and will not <br />be effective until it has been executed and approved by the same parties who <br />executed and approved the original Agreement, or their successors in office. <br />h. Headings. The headings appearing at the beginning of the several sections <br />contained in this Agreement have been inserted for identification and reference <br />purposes only and shall not be used in the construction and interpretation of this <br />Agreement. <br /> <br />