2017.08.07 CC Packet - Laserfiche WebLink

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9. Miscellaneous. 9.1 No Underwritiri Participation. The Advisor shall not during the term of this Agreement directly or indirectly engage in the underwriting of any securities issuance. 9.2 Deler,ation of Duties. The Advisor shall not delegate its duties hereunder to any third party without the express written consent of the Client. 9.3 No Third Party Beneficiary. No third party shall have any rights or remedies under this Agreement. 9.4 Entire Contract: Amendment. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral negotiations, understandings or agreements with respect hereto. This Agreement may be amended in whole or in part by mutual consent of the parties, and this Agreement shall not preclude the Client and the Advisor from entering into separate agreements for other projects. 9.5 Governing Law. The parties agree and acknowledge that any action brought for breach of this Agreement or to enforce any of its provisions shall be brought in Ramsey County District Court, Minnesota. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 9.6 Change in Laws or Regulations. The parties agree and acknowledge that changes in law or regulations issued by federal or state authorities may affect the terms of this Agreement. If there are any changes in law or regulations made after the date of this Agreement, the Client agrees to amend this Agreement if required, to maintain compliance with all applicable laws and regulations. Unless stated otherwise in this Agreement, Advisor may amend this agreement at any time by providing thirty (30) days advance written notice to Client. If no objection is made by the client within thirty (30) days following delivery of such notice, Advisor will assume Client's inactivity constitutes consent. 9.7 Severability. To the extent any provision of this Agreement shall be determined invalid or unenforceable, the invalid or unenforceable portion shall be deleted from this Agreement, and the validity and enforceability of the remainder shall be unaffected. 9.8 Notice. All notices required hereunder shall be in writing and shall be deemed to have been given when delivered, transmitted by first class, registered or certified mail, postage prepaid and addressed as follows: If to the Client: City of Huao 14669 Fitzgerald Avenue North Hugo, MN 55038 Attention: Bryan Bear If to the Advisor, to: SSpringsted Incorporated 380 Jackson Street, Suite 300 Saint Paul, MN 55101-2887 Attention: Managing Principal The foregoing Agreement is hereby entered into on behalf of the respective parties by signature of the following persons each of whom is duly authorized to bind the parties indicated. FOR CLIENT SPRINGSTED INCORPORATED Bryan Bear Bonnie Matson Print Name Print Name Citv Administrator —_ ,. . ..............._ Principal ---- — Title Title