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5. Enforcement. This Agreement shall be governed by, and interpreted and <br />construed in accordance with, the substantive laws of the State of Minnesota without reference to <br />its conflicts of law provisions. Whenever possible, each provision of this Agreement shall be <br />interpreted to be effective and valid under applicable law, but, if any provision of this Agreement <br />shall be held to be prohibited or invalid under such applicable law, such provision shall be <br />ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder <br />of such provision or the remaining provisions of this Agreement. If the City fails to indemnify <br />the Indemnified Parties as provided in this Agreement, the Indemnified Parties shall be <br />subrogated to any rights the City may have against third parties relating to the matters covered by <br />this Agreement. <br />6. Ri2hts and Remedies. The rights and remedies provided for herein shall be in <br />addition to any rights or remedies Connexus may have at law or in equity. All such rights and <br />remedies provided for herein, or which Connexus may otherwise have at law or in equity, shall <br />be distinct, separate and cumulative and may be exercised concurrently, independently or <br />successively in any order whatsoever, and as often as the occasion therefor arises. <br />7. Entire Agreement. This Agreement constitutes the entire agreement and <br />supersedes all prior agreements and understandings, both written and oral, among the Parties <br />hereto with respect to the subject matter contained in this Agreement. To the extent this <br />Agreement is inconsistent with the provisions of any other agreement between the Parties, this <br />Agreement shall control. <br />8. Counterparts. This Agreement may be executed in any number of counterparts <br />and by the different Parties hereto on separate counterparts and each such counterpart shall be <br />deemed to be an original, but all such counterparts shall together constitute but one and the same <br />Agreement. Delivery of a counterpart hereof, or a signature page hereto, by facsimile or in a .pdf <br />or similar file shall be effective as delivery of a manually executed original counterpart thereof. <br />[Signature Page Follows] <br />3 <br />3277981.v1 <br />