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Minnesota state courts will have exclusive jurisdiction over any dispute arising out <br />of this Second Addendum. <br />25. Entire Agreement. This Second Addendum constitutes the entire agreement <br />between the parties relating to the subject matter described herein. The terms of <br />this Second Addendum are contractual and are intended to be legally binding. <br />This Second Addendum supersedes any and all prior agreements between the <br />parties relating to the subject matter described herein. No party has relied upon <br />any statements, representations, or promises that are not set forth in this Second <br />Addendum. No changes to this Second Addendum will be valid or enforceable <br />unless they are in writing and signed by all the parties. <br />26. Equal Drafting. In the event any party asserts a provision of this Second <br />Addendum is ambiguous, this Second Addendum must be construed to have been <br />drafted equally by the parties. <br />27. Savings Clause. Each provision of this Second Addendum is separate and distinct <br />and individually enforceable. In the event any provision hereof or the application <br />of any such provision under any circumstance is declared to be unlawful or <br />invalid, the enforceability of all the other provisions shall not be affected. <br />28. Counterparts. This Second Addendum may be executed in multiple counterparts, <br />each of which shall be an original, but all of which together shall constitute a single <br />agreement. <br /> <br />\[Remainder of page left blank intentionally.\] <br />Resolution #20-143 <br />Page 8 of 10 <br /> <br /> <br />