Laserfiche WebLink
e) Venue and Applicable Law. The validity of this Agreement and of any of its terms and provisions, as well as the <br /> rights and duties of the Parties hereunder, shall be interpreted and enforced pursuant to and in accordance with the <br /> laws of the State of Minnesota. The parties agree that the proper venue for any proceeding at law or in equity shall <br /> be Ramsey County,Minnesota,and the parties waive any right to object to such venue. <br /> f) Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto in <br /> separate counterparts, with the same effect as if all Parties had signed the same document. All such counterparts <br /> shall be deemed an original,shall be construed together and shall constitute one and the same instrument. <br /> g) Integration. This Agreement, together with any Exhibits and Schedules hereto, represents the entire understanding <br /> and agreement among the Parties with respect to the subject matter hereof and shall supersede any prior writings, <br /> understandings,or agreements among the Parties with respect to the subject matter hereof. <br /> h) Sale of Business/Transfer of Assets. If City desires to sell or transfer its facility to another entity, City shall so <br /> advise Healthways in writing at least ninety(90) days' prior to the sale or transfer date. Upon notification of sale, <br /> Healthways may, in its sole discretion, choose to terminate the Agreement effective on date of sale or extend the <br /> terms of the Agreement to the new entity. <br /> i) Authority to Sign. The individuals signing below on behalf of City represent and warrant that he/she have all <br /> requisite corporate power and authority to enter into this Agreement on behalf of Facility. <br /> IN WITNESS WHEREOF,the Parties have agreed as set forth above. <br /> AMERICAN HEALTHWAYS SERVICES,LLC CITY OF NEW BRIGHTON, <br /> a Delaware corporation a Minnesota municipal corporation <br /> By: By: <br /> Mary Jo Ferron,Director Fitness Programs Dave Jacobsen,Mayor <br /> Date Date <br /> And by: <br /> Dean Lotter,City Manager <br /> Date <br /> CIA_FC_V2011-2 5 of 11 <br /> 386619v5 MJM NE136-111 <br />