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76 Section 14.9 Relationship of Parties. Nothing in this Agreement is intended, or shall be construed, to create a partnership or joint venture among or between the parties hereto, and the rights and remedies of the parties hereto shall be strictly as set forth in this Agreement. Section 14.10 Term. The term of this Agreement shall be effective from date of this Agreement until the earlier of (a) the date this Agreement is terminated by either party in accordance with the terms of this Agreement, (b) that on which the TIP Note is paid in full, or (c) the date of termination of the TIP District. Section 14.11 Mediation. All claims, disputes or other matters in question between the parties to this Agreement arising out of or relating to this Agreement or breach thereof, shall be referred to non-binding mediation before, and as a condition precedent to, the initiation of any legal action hereof, provided for herein. Each party agrees to participate in up to four hours of mediation. The mediator shall be selected by the parties, or if the parties are unable to agree on a mediator then any party can request the administrator of the Ramsey County District Court Civil ADR Program and/or similar person, to select a person from its list of qualified neutrals. The mediation shall be attended by employees or agents or each party having authority to settle the dispute. All expenses related to the mediation shall be borne by each party, including without limitation, the costs of any experts or legal counsel. All applicable statutes of limitations and all defense based on the passage of time are tolled while the mediation procedures are pending, and for a period of 30 days thereafter. Section 14.12 Venue. All matters, whether sounding in tort or in contract, relating to the validity, construction, performance, or enforcement of this Agreement shall be controlled by and determined in accordance with the laws of the State of Minnesota, and the Developer agrees that all legal actions initiated by the Developer or Authority with respect to or arising from any provision contained in this Agreement shall be initiated, filed and venued exclusively in the State of Minnesota, Ramsey County, District Court and shall not be removed therefrom to any other federal or state court. Section 14.13 Provisions Surviving Rescission or Expiration. Sections 8.2 and 12.3 shall survive any rescission, termination or expiration of this Agreement with respect to or arising out of any event, occurrence or circumstance existing prior to the date thereof. Section 14.14 Memorandum of Agreement. Neither party shall cause this Agreement to be recorded or filed in the real estate records of the County. However, either party may, at its option, cause a Memorandum of Agreement to be recorded or filed in the form attached as Exhibit I. At the time of execution of this Agreement the parties will also execute and acknowledge the Memorandum of Agreement. The parties acknowledge that as of the date of this Agreement, the Developer is not the fee owner of the Development Property. At such time as the Developer owns fee title to all or any portion of the Development Property, either party may, at its option, cause the Memorandum of Agreement to be recorded against the Development Property and shall record the Memorandum of Agreement with the County. 32