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16 <br />governing bodies of the Members. Adopted amendments shall be evidenced by <br />appropriate resolutions or certified copies of meeting minutes of the governing bodies of <br />each party filed with the Board and shall, if no effective date is contained in the <br />amendment, become effective as of the date all such filings have been completed. <br /> <br />8.5 Waiver. The delay or failure of any party of this Agreement at any time to require <br />performance or compliance by any other party of any of its obligations under this <br />Agreement shall in no way be deemed a waiver of those rights to require such performance <br />or compliance. <br /> <br />8.6 Headings and Captions. The headings and captions of these paragraphs and sections of this <br />Agreement are included for convenience or reference only and shall not constitute a part <br />hereof. <br /> <br />8.7 Entire Agreement. This Agreement, including the recitals and the official boundary map <br />(which are incorporated in and made part of this Agreement), contains the entire <br />understanding of the Members concerning the subject matter hereof. This Agreement <br />supersedes and replaces the prior joint powers agreement among the Members regarding <br />VLAWMO and such prior agreement is hereby terminated. Any outstanding obligations of <br />the Members under the prior agreement are not affected by the termination and shall be <br />continued under this Agreement. <br /> <br />8.8 Examination of Books. Pursuant to Minn. Stat. § 16C.05, subdivision 5, the books, <br />records, documents, and accounting procedures and practices of the Board are subject to <br />examination by the State. <br /> <br />8.9 Governing Law. The respective rights, obligations, and remedies of the Members under <br />this Agreement and the interpretation thereof shall be governed by the laws of the State of <br />Minnesota which pertain to agreements made and to be performed in the State of <br />Minnesota. <br /> <br />8.10 Counterparts. This Agreement shall be executed in several counterparts and all so executed <br />shall constitute one Agreement, binding on all of the Members hereto. Each party to the <br />agreement shall receive a fully executed copy of the entire document following adoption <br />by all Members. <br /> <br />8.11 Notice. To the extend this Agreement requires a notice to be mailed to a Member, the <br />notice requirement may be satisfied by VLAWMO emailing the notice to its primary <br />contact for the Member. <br /> <br />8.12 Statutory References. All references to statutes in this Agreement include any amendments <br />made thereto and any successor provisions. <br /> <br /> IN WITNESS WHEREOF, the undersigned governmental units, by action of their <br />governing bodies, have caused this Agreement to be executed in accordance with the authority of <br />Minn. Stat. §§ 103B.211 and 471.59. <br />Page 672 of 679