9A, City - County Joint Powers Agreement for TCAAP

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covenants conditions and undertakings between the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written. (c) Amendment. No waiver or modification of any of the terms of this Agreement shall be valid unless in writing and signed by each of the parties hereto. Failure by any party to enforce any rights under this Agreement shall not be construed as a waiver of such rights, and a waiver by any party of a default hereunder in one or more instances shall not be construed as constituting a continuing waiver or as a waiver of other instances of default. (d) License Not Assignable. The rights granted to the Licensee hereunder are personal and are not assignable or otherwise transferable except as otherwise specified in this agreement. (e) No Waiver or Release. No failure of the Government to exercise or delay by the Government in exercising any right or remedy or option provided for herein shall be deemed to be a waiver of any of the covenants or obligations of the Licensee hereunder or the right of the Government to enforce the same. No forbearance on the part of the Government or any other indulgence given by the Government to the Licensee shall operate to release or in any manner affect the obligations of the Licensee hereunder. (f) Partial Invalidity. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remainder of this License shall not be affected hereby, and each covenant and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 10. Governing Law. The construction and effect of the terms of this Agreement shall be determined in accordance with federal law. 11. Notices. All notices and other communication which is required or permitted by this Agreement shall be in writing and delivered by personal service, sent by registered or certified first class US mail, postage prepaid,properly addressed, return receipt requested, or by overnight receipt delivery service such as Federal Express, if intended for the Licensee, addressed to the Ramsey County Parks and Recreation Department at the address first set forth above, and if intended for the Government, addressed to the Director, Office of Property Disposal at the address first set forth above. 35 176632v1