03-22-2006 Council Agenda - Laserfiche WebLink

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7. MERGER AND MODIFICATION 7.1 Entire Agreement It is understood and agreed that the entire Agreement between the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. 7.2 Amendments to Agreement Any alterations, variations, modifications, or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing as an amendment to this Agreement signed by authorized representatives of both parties. 8. MISCELLANEOUS PROVISIONS 8.1 Independent Parties It is mutually understood that this Agreement does not create an employment relationship between the parties, nor does it create a partnership or joint venture, nor does it constitute a cooperative agreement or joint powers agreement. 8.2 Liability Each party agrees that it will be responsible for its own acts and the results thereof, to the extent authorized by law, and shall not be responsible for the acts of the other party and the results thereof. COUNTY'S liability is governed by the provisions of Minnesota Statutes Chapter 466. SUBSCRIBER's liability is subject to the provisions of applicable Minnesota statutes. 8.3 Data Privacy SUBSCRIBER, its officers, agents, owners, partners, employees, volunteers or subcontractors agree to abide by the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, and all other applicable state and federal laws, rules, regulations and orders relating to data privacy or confidentiality, and as any of the same may he amended. The responsible authority for SUBSCRIBER is 8.4 Records — Availabilitv/Access Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5 (as may be amended), SUBSCRIBER agrees that COUNTY, the State Auditor, the Legislative Auditor or any of their duly authorized representatives at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of SUBSCRIBER and involve transactions relating to this Agreement. Such materials shall be maintained and such access and rights shall be in force and effect during the term of this Agreement and for six (6) years after its termination or cancellation. 8.5 Contract Administration In order to coordinate the services of SUBSCRIBER with the activities of COUNTY so as to accomplish the purposes of this Agreement, , shall manage this Agreement on behalf of SUBSCRIBER and serve as liaison between COUNTY and SUBSCRIBER. 8.6 Notices Any notice or demand which must be given or made by a party hereto under the terms of this Agreement or any statute or ordinance shall be in writing, and shall be sent registered or certified mail. Notices to COUNTY and to SUBSCRIBER shall be sent to the addresses stated below: To COUNTY: County Manager Suite 250 City Hall /Courthouse 15 West Kellogg Boulevard St. Paul, Minnesota 55102 800 MHz Subsystem Subscriber Agreement -enter name of entity-enter time period 8 o 12fl