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~' reports and documents were prepared prior to the termination of this Agreement. If, in the event the District or a Partner elects to terminate its participation in this agreement, the remaining Partners and District may continue this agreement with the subcontractor and will negotiate a new payment formula for the balance of the projects costs. 9. Merger Agreement It is understood and agreed that the entire Agreement between the Parties is contained herein and that this Agreement supercedes all oral agreements and negotiations between the Parties relating fo the subject matter hereof. All items in this Agreement, which are incorporated or attached, are deemed part of the Agreement. Any alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement and signed by the Parties. 10. Hold Harmless As limited by Minnesota Statutes, Chapter 466, District will holdPaxtners harmless from and against all liabilities, obligations, claims, costs, fees or expenses of any kind for damage or injury to persons or property arising from the services to be performed pursuant to the Scope of Services outlined in Exhibit A, except to the extent such are caused by or arise from the intentional or grossly negligent acts of the Partners, its directors, officers, or employees. 11. Governing Law This Agreement shall be governed by and construed according to the laws of the State of Minnesota. Venue shall be in the state and federal courts of Minnesota. 12. Amendments, Waiver and Contract Complete 12.1 Amendments. Any amendment to this agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original agreement, or their successors in office. 12.2 Waiver. If District fails to enforce any provision of this agreement, that failure does not waive the provision or its right to enforce it. 13. Liability Individual Partners will indemnify, save, and hold District, its agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by District, arising from the performance of this. agreement by individual Partners' agents or employees. This clause will not be construed to bar any legal remedies Partners may have for District's failure to fulfill its obligations under this agreement. IN WITNESS WHEREOF, District and Partners have caused this Agreement to be executed by their duly authorized representative. ~~ ~J Cooperative Agreement Como Lake Subwatershed 7 Area Study Page 4 of 11 Capitol Region Watershed District