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111 . shall be made available to any other individual or organization by Professional without prior approval of City. J. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between City and Professional, and supersedes any other written or oral agreements between City and Professional. This Agreement can only be modified in writing signed by City and Professional. K. Execution in Counterparts. This Agreement may be executed in counterparts by the parties hereto. L. No Third Party Rights. Nothing in this Agreement shall be construed to create any right in any person or entity not a party hereto. M. Assignment. The rights and obligations of Professional pursuant to this Agreement are not to be assigned'absent the written consent of the City. N. No Joint Venture or Partnership Created. This Agreement shall not be construed to create a joint venture or partnership between the parties hereto. . O. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. IN WITNESS WHEREOF, City and Professional have executed this Agreement the day and year first above written. Dated: '/ ' /, :~ /"", .' f -0--': '-./ i' 2- I I By: CITY OF MOUNDS VIEW RiCha~or '/~~(~i,~--?-; TkiL Kathleen F. Miller, City Clerk-Administrator Dated: jJ 30 I DJ.. By: Dated: 4/240 2- , , PROFE_SSI~NAL: _JI~ ~~TH_IS r 111 htu;;.y By: .