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If either party has a change of address, that party must give written notice to the other <br /> party of such change as provided herein. Any party failing to provide notice of a change <br /> of address shall be deemed to have received any notice sent as provided above. <br /> B. Amendment. This Agreement may be modified, renegotiated or otherwise amended at <br /> any time only upon the mutual written consent of the YMCA and the City. <br /> C. Assignment. This Agreement shall be binding upon the parties hereto and their <br /> respective administrators, executors, successors and assigns. No assignment or attempted <br /> assignment of this Agreement of any rights hereunder shall be effective, unless upon the <br /> written consent of the YMCA and the City. <br /> D. Authority. Each of the undersigned parties warrants it has the full authority to execute <br /> this Agreement, the party is in good standing, execution is preempted by each party's <br /> bylaws and authorized officers have signed this Agreement. <br /> E. Choice of Law and Venue. This Agreement shall be governed by and construed in <br /> accordance with the laws of the State of Minnesota. Any disputes, controversies, or <br /> claims arising out of this Agreement shall be heard in the state or federal courts of <br /> Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of <br /> these courts, whether based upon convenience or otherwise. <br /> F. Construction. In the event that any one or more of the provisions of this Agreement, or <br /> any application thereof, shall be found to be invalid, illegal or otherwise unenforceable, <br /> the validity, legality, and enforceability of the remaining provisions in any application <br /> therefor shall not in any way be affected or impaired thereby. <br /> G. Entire Agreement. This Agreement, any attached exhibits or addenda or amendments <br /> signed by the parties shall constitute the entire Agreement between the City and the <br /> YMCA, and supersedes any other written or oral agreements between the City and the <br /> YMCA. This Agreement can only be modified by a writing signed by City and YMCA. <br /> H. Execution in Counterparts. This Agreement may be executed in counterparts by the <br /> parties hereto. <br /> Programming Equipment. Any program equipment purchased in conjunction with any <br /> service provided under this contract by either the City or the YMCA shall become and <br /> remain the property of the City. The YMCA agrees to provide reasonable maintenance <br /> on all such equipment. At the end of this contract, any such equipment shall remain with <br /> and be owned solely by the City. <br /> J. Waiver. No failure by any party to insist upon the strict performance of any covenant, <br /> duty, agreement, or condition of this agreement or to exercise any right or remedy <br /> consequent upon a breach thereof, shall constitute a waiver of any such breach of any <br /> other covenant, agreement, term, or condition, nor does it imply that such covenant, <br /> agreement, term or condition may be waived again. <br /> 8 <br />