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11.7. Notices. <br /> 11.7.1. All notices or other communication required or permitted to be given under this Agreement will be in <br /> writing(unless otherwise specifically provided herein)and delivered or addressed as follows: <br /> If to Client: If to FirsTech: <br /> City of Decatur, IL FirsTech, Inc. <br /> 1 Gary K Anderson Plaza 130 N. Water Street <br /> Decatur, IL 62523 Decatur, IL 62523 <br /> Attn: City Treasurer Attn: President&CEO <br /> 11.7.2. All notices or other communications will be deemed effectively given: (a)when delivered, if personally <br /> delivered (except that notices received after 3:00 p.m. local time will be deemed received on the following <br /> business day); (b)on the date of delivery(or, if refused,the refusal date shown on the return receipt) if <br /> mailed certified or registered mail,return receipt requested; (c)four(4)days after mailing if mailed first <br /> class; or(d)when received by the party for which notice is intended if given in any other manner(except <br /> that notices received after 3:00 p.m. local time will be deemed received on the following business day). <br /> 11.8. Governing Law. The validity of this Agreement,the construction and enforcement of its terms,and <br /> the interpretation of the rights and duties of the parties will be governed by the domestic laws of the State of <br /> Illinois. The parties agree that venue for any dispute,claim, litigation,or cause of action of any kind will be in <br /> the Circuit Court of Macon County,Illinois or if Federal Jurisdiction is invoked,the United States District Court for <br /> the central district of Illinois. <br /> 11.9. Compliance with Laws. Parties will comply at their own expense with all applicable federal,state, <br /> local and foreign laws,ordinances, regulations and codes,including the identification and procurement of <br /> required permits,certificates, licenses, insurance,approvals and inspections in performance of this Agreement. <br /> Each party understands and agrees that,in any jurisdiction in which a law becomes effective that materially <br /> alters the other party's ability to perform or accept Services to be performed pursuant to this Agreement,the <br /> parties will discuss renegotiation of terms and conditions in order to reflect such changes for that jurisdiction. If <br /> renegotiations do not result in terms amenable to both FirsTech and Client,either party may terminate the <br /> Services for that jurisdiction upon thirty(30)days prior written notice to the other party. <br /> 11.10. No Waiver. The failure of either party hereto to enforce at any time,or for any period of time,any <br /> provision of this Agreement will not be construed as a waiver of such provision or of the right of such party <br /> thereafter to enforce each and every provision. <br /> 11.11. Authority and Binding Effect of the Agreement. Each party represents to the other that it has full <br /> authority to enter into and secure performance of this Agreement,and that the persons signing this Agreement <br /> on behalf of each party have been properly authorized to enter into this Agreement. Each party further <br /> acknowledges that it has read this Agreement,understands it,and agrees to be bound by all of its terms, <br /> conditions,and provisions. The Agreement will inure to the benefit of the parties and their respective <br /> successors. <br /> 11.12. Entire Agreement. This Agreement,together with any Service Schedules,addenda,exhibits or other <br /> attachments appended hereto,constitutes the entire agreement between the parties and supersedes all previous <br /> agreements, promises,and representations,whether written or oral, between the parties with respect to the <br /> subject matter hereof. No modification,amendment,supplement to or waiver of this Agreement or any of its <br /> provisions will be binding upon the parties unless made in writing and duly signed by authorized representatives <br /> of both parties. <br /> Master Services Agreement -7- <br />