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reports and documents were prepared prior to the termination of this Agreement* If, in the <br />event the District or a Partner elects to terminate its participation in this agreecment, the <br />remaining Partners and District may continue this agreement with the subcontractor and will <br />negotiate a new payment formula for the balance of the projects costs. <br />9. Merger Agreement <br />It is understood and agreed that the entire Agreement between the Parties is contained herein <br />and that this Agreement supersedes all oral agreements and negotiations between the Parties <br />relating to the sub j ect natter hereof. All items in this Agreement, which are incorporated or <br />attached, are deemed part of the Agreement. Any alterations, variations, modifications or <br />waivers of provisions of this Agreement shall only be valid when they have been reduced to <br />writing as an amendment to this Agreement and signed by the parties. <br />10. Mold Harmless <br />As 1i rnited by Minnesota S tatutes, Chapter 466, District wi 11 hold Partners harmless from <br />and against all liabilities, obligations, claims} costs, fees or expenses of any kind for damage <br />or injury to persons or property arising from the services to be performed }pursuant to the <br />Scope of Services outlined in Exhibit A, except to the extent such are caused by or arise from <br />the intentional or grossly negligent acts of the Partners} ' its directors, office m, or employees, <br />11. Governing Law <br />This Agreement shall be governed by and construed according to the laws of the State of <br />Minnesota. Venue shall be in the state and federal courts of Minnesota. <br />12. Amendments, 'waiver and Contract Complete <br />12.1 Amendments. Any amendment to this agreement must be in writing and will not be <br />effective until it has been executed and approved by the same parties who executed and <br />approved the original agreement, or their successors in office. <br />12.2 waiver. If District fails to enforce any provision of this agreement, that failure does <br />not waive the provision or its right to enforce it. <br />IN WITNESS WHEREOF, District and Partners have caused this Agreement to be executed by <br />their duly authorized representative. <br />Cooperative Agreement Coma Lake Subwatershed 7 Area Study Page 4 of 11 <br />Capitol Region watershed District <br />