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• <br />delays; (v) unavailability of supplies or materials; (vi) fire or explosion; (vii) riot, military action <br />or usurped power; or (viii) actions or failures to act on the part of a governmental authority. <br />20. Miscellaneous. <br />Assignment. The Parties shall not assign its rights or obligations under this Agreement without <br />the prior written consent of the other party. <br />Severability. If any provision of this Agreement is held by a court of competent jurisdiction to <br />be contrary to law, such provision shall be changed and interpreted so as to best accomplish <br />the objectives of the original provision to the fullest extent allowed by law and the remaining <br />provisions of this Agreement shall remain in full force and effect. <br />Waiver and Amendment. No modification, amendment or waiver of any provision of this <br />Agreement shall be effective unless in writing and signed by the Parties. No failure or delay by <br />either Party in exercising any right, power, or remedy under this Agreement shall operate as a <br />waiver of any such right, power or remedy. <br />Governing Law. This Agreement shall be governed by the laws of the state of Minnesota, and <br />the Parties hereby submit to exclusive jurisdiction in the federal and state courts located in <br />Minnesota for all disputes in connection with this Agreement or the transaction contemplated <br />hereby. <br />Notices Except as provided otherwise in this Agreement, all notices and other communications <br />required or permitted hereunder shall be in writing and shall be mailed by United States first <br />class mail, postage prepaid, sent by facsimile or delivered personally by hand or nationally <br />recognized courier. All such notices and other written communications shall be effective one <br />business day after the date of mailing, receipt of confirmed facsimile transmittal or delivery. All <br />notices shall be addressed to the applicable Party at its respective address first set forth above <br />or such other address as may be designated on notice to the other Party pursuant hereto. <br />Independent Contractors: Dakota County/OIIN and its personnel or agents, in performance of <br />this Agreement, are acting as independent contractors and not as an employees or agents of <br />the City. Under no circumstances will either Party have the right or authority to enter into any <br />contracts or assume any obligations for the other or to give any warranty to or make any <br />representation on behalf of the other. <br />Page 13 of 20 <br />