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applicable local, state and federal ordinances, laws and regulations in providing the Services and Deliverables, (c) all Services to be performed hereunder will be performed in good faith and in a good, professional, workmanlike, competent and timely manner, in conformity with all applicable standards and the requirements of this Agreement and the respective Schedules, and (d) Grantee's performance of Services does not and will not violate the terms and conditions of any other contract or obligation of Grantee. VIII. Governing Law The formation, interpretation and performance of this Agreement and any disputes arising out of it shall be governed by the substantive and procedural laws of the State of Minnesota and, to the extent applicable, the laws of the United States of America. This Agreement is deemed to be executed in Minnesota and the parties hereby consent to the jurisdiction of the State and Federal Courts located in Minnesota for such disputes. All litigation arising out of this Agreement must be brought in Courts located in Hennepin County, Minnesota. IX. Authorized Representative MIPH's Authorized Representative is Sheila Nesbitt, Grant Consultant, 2720 Highway 10 NE, Mounds View, MN 55112, 763-427-5310 x128, snesbitt(u,miph.org, or her successor, and has the responsibility to monitor the Grantee's performance and the authority to accept the services provided under this grant contract. If the services are satisfactory, MIPH's Authorized Representative will certify acceptance on each invoice submitted for payment. The Grantee's Authorized Representative is Andrew Masterman,New Brighton Department of Public Safety,New Brighton Public Safety 785 Old Hwy 8 NW New Brighton, MN 55112. If the Grantee's Authorized Representative changes at any time during this contract, the Grantee must immediately notify MIPH. X. Force Majeure Neither party shall be liable for the non-performance of its obligations under this Agreement for a maximum period of sixty (60) days if such non-performance is caused by acts of civil or military authority, civil disturbance, war, terrorism, explosions, fires, earthquakes, floods or other acts of God ("Force Majeure Event"). The party so affected shall give notice to the other party and shall do everything reasonably possible to resume performance. If the period of non-performance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been so affected may terminate the Agreement and/or any applicable Schedule(s) upon written notice. Compliance Check Grant Contract 2011-2012 6 Minnesota Institute of Public Health and New Brighton Department of Public Safety