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ERF Grant (Revised 09/2024) Permission to assign, however, shall under no circumstances relieve GRANTEE of its liabilities and obligations under the Agreement. C.GRANTEE’s contracts for goods, services, construction, repair and remodeling related to this Agreement shall comply with Minnesota Statutes section 471.425. 13. MERGER, MODIFICATION AND SEVERABILITY The entire Agreement between the parties is contained herein and supersedes all oral agreements and negotiations between the parties relating to the subject matter. All items that are referenced or that are attached are incorporated and made part of this Agreement. If there is any conflict between the terms of this Agreement and referenced or attached items, the terms of this Agreement shall prevail. GRANTEE and/or COUNTY are each bound by its own electronic signature(s) on this Agreement, and each agrees and accepts the electronic signature of the other party. Any alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by the parties. Notwithstanding the above, and in accordance with Section 2, COUNTY may agree to alterations of the Project that differ from GRANTEE’s application, in writing and without formal amendment to this Agreement. Except as expressly provided, the substantive legal terms contained in this Agreement, including but not limited to Indemnification, Insurance, Merger, Modification and Severability, Default and Termination, or Minnesota Law Governs may not be altered, varied, modified or waived by any change order, implementation plan, scope of work, development specification or other development process or document. Upon approval by COUNTY, the term of this Agreement may be extended for up to twelve (12) months by amendment. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not be affected. 14. DEFAULT AND TERMINATION A.This Agreement automatically terminates upon expiration as stated in Section 1, or within sixty (60) days of issuance of final disbursement of Grant Funds on GRANTEE’s final disbursement request, whichever is earlier. B.This Agreement may be terminated by the COUNTY upon sixty (60) days written notice to GRANTEE with or without cause. In the event of such termination, GRANTEE shall be entitled to disbursement of Grant Funds, determined on a pro rata basis, for Grant Requirements satisfactorily performed up to the effective date of such termination and duly invoiced and approved by COUNTY. C.COUNTY may immediately terminate this Agreement if GRANTEE, or any GRANTEE directors, employees, or other personnel are convicted of a criminal 43