Agenda Packets - 2008/08/04 - Laserfiche WebLink

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DRAFT 07-22-08 312576v1 SJR- 163485 MU205210-435 8 any other receipted method or means permitted by law. For purposes of this Agreement, notice shall be deemed to have been "given" or "delivered" upon personal delivery thereof or forty-eight (48) hours after having been deposited in the United States mails as provided herein. If either party has a change of address, that party must give written notice to the other party of such change as provided herein. Any party failing to provide notice of a change of address shall be deemed to have received any notice sent as provided above. B. Amendment. This Agreement may be modified, renegotiated or otherwise amended at any time only upon the mutual written consent of the YMCA and the City. C. Assignment. This Agreement shall be binding upon the parties hereto and their respective administrators, executors, successors and assigns. No assignment or attempted assignment of this Agreement of any rights hereunder shall be effective, unless upon the written consent of the YMCA and the City. D. Authority. Each of the undersigned parties warrants it has the full authority to execute this Agreement, the party is in good standing, execution is preempted by each party’s bylaws and authorized officers have signed this Agreement. E. 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 upon convenience or otherwise. F. Construction. In the event that any one or more of the provisions of this Agreement, or any application thereof, shall be found to be invalid, illegal or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions in any application therefor shall not in any way be affected or impaired thereby. G. Entire Agreement. This Agreement, any attached exhibits or addenda or amendments signed by the parties shall constitute the entire Agreement between the City and the YMCA, and supersedes the temporary agreement dated January, 1999 and any other written or oral agreements between the City and the YMCA. This Agreement can only be modified by a writing signed by City and YMCA. H. Execution in Counterparts. This Agreement may be executed in counterparts by the parties hereto. I. Programming Equipment. The City will provide the YMCA with the equipment and materials on Exhibit VII. Any program equipment purchased in conjunction with any service provided under this contract by either the City or the YMCA shall become and remain the property of the City. The YMCA agrees to provide reasonable maintenance