09.05 - Water-Wastewater Operations Service Agreement

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those services. 9.6. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the CONTRACTOR and CITY regarding the subject matter hereof and supersedes any prior representations, statements, proposals, negotiations, discussions, understandings, or agreements regarding the same subject matter. This Agreement may not be modified or amended except by a writing signed by both Parties. . 9.7. Severability. Every provision of this Agreement shall be construed, to the extent possible, so as to be valid and enforceable. If any provision of this Agreement so construed is held by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision shall be deemed severed from this Agreement, and all other provisions shall remain in full force and effect. 9.8. Assignment. Neither the CONTRACTOR nor CITY may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other. 9.9. Amendments.This Agreement may be altered, extended, changed or amended in writing by mutual agreement of the Parties hereto when dated and attached hereto without altering the other terms of this Agreement. 9.10. Controlling Law. This Agreement shall be interpreted in accordance with the substantive laws of the State of Minnesota. 9.11. Audit. The books, records, documents, and accounting procedures and practices of CITY and CONTRACTOR and other parties relevant to this Agreement are subject to examination by CITY, CONTRACTOR, and either Legislative Auditor or the State Auditor for a period of six years after the effective date of this Agreement. 9.12. Dispute Resolution. CITY and CONTRACTOR agree to negotiate all disputes between them in good faith for a period of sixty(60)days from the date of notice of dispute prior to proceeding to formal dispute resolution or exercising their rights under law. 9.13. Force Majeure. The Parties shall each be excused from performance under this Agreement while and to the extent that either of them are unable to perform, for any cause beyond its reasonable control. Such causes shall include, but not be restricted to fire, storm, flood, earthquake, explosion,war, total or partial failure of transportation or delivery facilities, raw materials or supplies, interruption of utilities or power, and any act of government or military authority. In the event either Party is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement then the Party affected by force majeure shall 8