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criminal arrest, criminal charge or litigation arising out of and/or related to the services
<br />described in this Agreement.
<br />9. DATA
<br />CITY, its officers, agents, owners, partners, employees, volunteers and subCITYs shall,
<br />to the extent applicable, abide by the provisions of the Minnesota Government Data
<br />Practices Act, Minnesota Statutes, chapter 13 (MGDPA) and all other applicable state
<br />and federal laws, rules, regulations and orders relating to data privacy or confidentiality,
<br />which may include the Health Insurance Portability and Accountability Act of 1996
<br />(HIPAA). For clarification and not limitation, COUNTY hereby notifies CITY that the
<br />requirements of Minnesota Statutes section 13.05, subd. 11, apply to this Agreement.
<br />CITY shall promptly notify COUNTY if CITY becomes aware of any potential claims, or
<br />facts giving rise to such claims, under the MGDPA or other data or privacy laws.
<br />Classification of data as trade secret data will be determined pursuant to applicable law
<br />and, accordingly, merely labeling data as "trade secret" does not necessarily make the
<br />data protected as such under any applicable law.
<br />10. RECORDS — AVAILABILITY/ACCESS
<br />Subject to the requirements of Minnesota Statutes section 16(;.U5, subd. 5, COUNTY, the
<br />State Auditor, or any of their authorized representatives, at any time during normal
<br />business hours, and as often as they may reasonably deem necessary, shall have access to
<br />and the right to examine, audit, excerpt, and transcribe any books, documents, papers,
<br />records, etc., which are pertinent to the accounting practices and procedures of CITY and
<br />involve transactions relating to this Agreement. CITY shall maintain these materials and
<br />allow access during the period of this Agreement and for six (6) years after its expiration,
<br />cancellation or termination.
<br />11. SUCCESSORS, SUBCONTRACTING AND ASSIGNMENTS
<br />A. CITY binds itself, its partners, successors, assigns and legal representatives to
<br />COUNTY for all covenants, agreements and obligations herein.
<br />B. CITY shall not assign, transfer or pledge this Agreement and/or the services to be
<br />performed, whether in whole or in part, nor assign any monies due or to become
<br />due to it without the prior written consent of COUNTY. A consent to assign shall
<br />be subject to such conditions and provisions as COUNTY may deem necessary,
<br />accomplished by execution of a form prepared by COUNTY and signed by CITY,
<br />the assignee and COUNTY. Permission to assign, however, shall under no
<br />circumstances relieve CITY of its liabilities and obligations under the Agreement.
<br />C. CITY shall not subcontract this Agreement and/or the services to be performed,
<br />whether in whole or in part, without the prior written consent of COUNTY.
<br />Permission to subcontract, however, shall under no circumstances relieve CITY of
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