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two arbitrators cannot .agree upon a disinterested arbitrator within fifteen (15) days after the response notice stated.above,. then the party first serving the arbitration notice under the previous paragraph shall be entitled by Motion to petition the. Second Judicial District of the.State of Minnesota (the Court). for its order selecting and appointing a disinterested aebitrator to the board of arbitrators. Arbitration shall be commenced within foity-five (45) days ofthe original notice pursuant to the previous. paragraphs :hereof, and all proceedings shall be governed by Minnesota:*Statutes; Chapter 572. °The decision of any two arbitrators shall be binding and conclusive with respect to all claims and disputes*subiniadd in such arbitration proceedings. If a party does not respond to an arbitration notice, then the .party first serving the arbitration notice under the previous paragraph shall be entitled by Motio . 4 petition the Ramsey County District Court.(the Court) for its orderselectang and appointing an arbitrator for said defaulting party. Any -such determination by the Courtshall.$e final, binding and conclusive. as to:all parties in interest Expenses %forthe arbitration shall be divided equally ainotig the parties. The location and ,jurisdiction .of the arbitration steal l be the County of Ramsey, State of Minnesota. The specific site. and time for the arbitration will be.. agreed upon by the board of arbitrators. In. the event that the board of arbitrators. cannot mutually agree upon. location for the arbitration, it shall be at the .$ale discretion of the disinterested arbitrator: In the event of any disagreeihent when a: solution has not been reached within thirty (3.0).days subsequent to a formal written request for binding arbitration by either party, the dispute or controversy shall be submitted to arbitration in accordance with the provisions pf Chapter 572 of the Minnesota Statutes. .21. Miscellaneous. (a) This Agreement .represents the entire agreement between the Parties and supersedes .all prior agreements; whether written or verbal, that may exist for the same Services. No modification of this Contract shall be valid or effective; finless niade in wrifing and signed by the Parties hereto. -(b) Company shall have no confidentiality obligation with respect to any Recyclable Materials. (c) Neither party shall assign this Agreement in its entirety without the other party's prior written consent, which consent shall not be unreasonably withheld. Notwithstanding. the foregoing, Company may assign this Agreement. without the City's consent to its:parent company or any of its. subsidiaries, to any person or entity that purchases -any operatioris - froin Company or as a collateral assignment to :any lender to Company. This Agreement shall be binding upon and inure solely to the -benefit of the Parties. and their p.ormitted successors and assigns. (d) Company may provide any of the. Services covered by this Agreement tbmugh any of its -affiliates or subcontractors, provided that.Componyshall.remain responsible fQr'the pet-formance of all. such services and obligations in accordance with this Agreement. (e) No intellectual property rights* in any of Company's IP are granted .to City under this Agreement. (f) All Pro -visions of the Agreement shall be:.strictly complied with and conformed to by -the Parties, and this Agreement shall not be modified or amended except by written agreement duly executed by the undersigned parties.. (g) if any.provision of this .Agreement is -declared invalid. or unenforceable; it shall he modified.so as to be valid and: en forceable but -so as most -nearly to retain the intent of the Parties. If such modification is not possible, such provision shall be severed from this Agreement. In either case, the validity and enforceabilityof the: remaining provisions of this. Agreement shall not.in any way be affected thereby. (h)-Fatilut'e or delay Uy either party to -enforce any provision of this Agreement will not be deemed a waiver offuture-enforcement of that or any other provision. (i) If any litigation is commenced under this .Agreement, the successful party shall be -entitled to -recover, -in addition to such other: relief as the:court may awa414 .reasonable attorneys' fees, .expert witness :fees, jitigafion related expenses, and court or other*cos ricurred in such litigation or proceeding. 0) This Agreement; shall be interpreted and governed .by the taws of the State where the Services are performed. (k) Customet. and Company agree. that electronic signatures are valid Arid effective, and that.an electronically stored copy of this Agreement d6nst1tui6 proof of the signature*and tbnterits of this Agreement; as though it were an original. Page 7 of 13 Version 2017.1.Muni Classified as Confidential -External