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waiver thereof unless the same is consented to in writing. A waiver by either of the <br /> • parties hereto of any of the covenants, conditions, or agreements to be observed by the <br /> other shall not be construed to be a waiver of any succeeding breach thereof or of any <br /> covenant, condition, or agreement herein contained. All remedies provided for in this <br /> Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies <br /> available to either party at law, in equity, or otherwise. <br /> 5.2 Governing Law. This Agreement shall be governed by and construed in accordance <br /> with the laws of the State of Minnesota. <br /> 5.3 Entire Agreement. This Agreement constitutes the entire agreement between the <br /> parties, and there are no understandings or agreements relative hereto other than those <br /> that are expressed herein. No change, waiver, or discharge hereof shall be valid unless in <br /> writing and executed by both parties. <br /> 5.4 No Assignment. Neither party shall assign, sublet or transfer this Agreement, either in <br /> whole or in part, without the prior written consent of the other party, and any attempt to <br /> do so shall be void and of no force and effect. <br /> 5.5 THE CITY AGREES THAT THE COUNTY IS FURNISHING THE ELECTION <br /> EQUIPMENT ON AN "AS IS" BASIS, WITHOUT ANY SUPPORT <br /> WHATSOEVER, AND WITHOUT REPRESENTATION OR ANY EXPRESS OR <br /> IMPLIED WARRANTIES, OTHER THAN THOSE PROVIDED BY ESS, <br /> • INCLUDING BUT NOT IN ANY MANNER LIMITED TO, FITNESS FOR <br /> PARTICULAR PURPOSE,MERCHANTABILITY OR THE ACCURACY AND <br /> COMPLETENESS OF THE ELECTION EQUIPMENT. <br /> THE COUNTY'S SOLE LIABILITY AND THE CITY'S EXCLUSIVE REMEDY <br /> FOR ANY SUBSTANTIAL DEFECT WHICH IMPAIRS THE USE OF THE <br /> ELECTION EQUIPMENT FOR THE PURPOSE STATED HEREIN SHALL BE <br /> THE RIGHT TO TERMINATE THIS AGREEMENT. <br /> THE COUNTY DOES NOT WARRANT THAT THE ELECTION EQUIPMENT <br /> WILL BE ERROR FREE. <br /> THE COUNTY DISCLAIMS ANY OTHER WARRANTIES,EXPRESS OR <br /> IMPLIED,RESPECTING THIS AGREEMENT OR THE ELECTION <br /> EQUIPMENT. <br /> 5.6 In no event shall the County be liable for actual, direct, indirect, special, incidental, <br /> consequential damages (even if the County has been advised of the possibility of such <br /> damage) or loss of profit, loss of business or any other financial loss or any other damage <br /> arising out of performance or failure of performance of this Agreement by the County. <br /> The County and the City agree each will be responsible for their own acts and omissions <br /> under this Agreement and the results thereof to the extent authorized-by law and shall <br /> • defend, indemnify and hold harmless the other party for such acts. Each party shall not <br /> 3 <br />