08-28-2017 Council Packet - Laserfiche WebLink

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10. ASSIGNMENT. Neither party shall assign this Agreement, or any interest arising herein, without the written consent of the other party. 11. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 12. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties, unless otherwise provided herein. 13. CONTROLLING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. 14. RECORDS. The Consultant shall maintain complete and accurate records of time and expense involved in the performance of services. 15. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Consultant must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, maintained, or disseminated by the Consultant pursuant to this Agreement. Consultant is subject to all the provisions of the Minnesota Government Data Practices Act, including but not limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Consultant receives a request to release data, Consultant must immediately notify City. City will give Consultant instructions concerning the release of the data to the requesting party before the data is released. Consultant agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and volunteers harmless from any claims resulting from Consultant's officers', agents', City's, partners', employees', volunteers', assignees' or subcontractors' unlawful disclosure and/or use of protected data. The terms of this paragraph shall survive the cancellation or termination of this Agreement. 16. TERMINATION OF THE AGREEMENT. The City may terminate this Agreement (or any part thereof), at any time, upon written notice to the Consultant, effective upon delivery (including delivery by facsimile or electronic mail). In such event, Consultant will be entitled to compensation for work performed up to the date of termination based upon the payment terms of this Agreement. CITY OF ORONO LN Dennis Walsh, Mayor Anna Carlson, City Clerk Dated: , 2017. 1940040 WSB & ASSOCIATES, INC. LOW print name] Its [title] Dated: , 2017.