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Revize. Superior Web Design and
<br /> �Ze Content Management
<br /> s,cwa,e Syulens
<br /> 24. Should a dispute, including but not limited to any litigation or arbitration be commenced (including any proceedings
<br /> in a bankruptcy court)between the Parties hereto or their representatives concerning any provision of this Agreement,or the rights
<br /> and duties of any person or entity hereunder, the Party or Parties prevailing shall be entitled to reasonable attorney's fees and
<br /> court costs incurred by reason of such action.
<br /> 25. Except for any injunctive relief or similar remedy, which may be sought in any court of competent jurisdiction any
<br /> controversy, dispute, claim or counterclaim, whether it involves a disagreement about this Agreement or its meaning,
<br /> interpretation, or application; the performance of the Agreement; questions of arbitrability as to subject matter of the dispute;
<br /> whether an agreement to arbitrate exists and, if so,whether it covers the dispute[s]in question;or any other question of arbitrability
<br /> or form of disagreement or conflict among the Parties to the Agreement, shall be submitted to final and binding arbitration at the
<br /> request of either Party, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each Party
<br /> shall be responsible for one-half of the costs for the arbitrator(s)and arbitration.
<br /> 26. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall
<br /> constitute one and the same Agreement.This Agreement becomes effective upon Contractor's receipt of an executed copy of this
<br /> Agreement.
<br /> 27. Force Majeure: Any delay in the performance by either Party hereto of its obligations hereunder shall be excused
<br /> when such delay in performance is due to any cause or event of any nature whatsoever beyond the reasonable control of such
<br /> Party,including,without limitation,any act of God;any fire,flood,or weather condition;any computer virus,worm,denial of service
<br /> attack; any earthquake;any act of a public enemy, war, insurrection, riot, explosion or strike; provided,that written notice thereof
<br /> must be given by such Party to the other Party within ten (10)days after occurrence of such cause or event.
<br /> 28. In the case of any conflict between the Terms and Conditions, Proposal, and the Revize Proposal dated 7-20-16, the
<br /> following order of priority shall be utilized:Terms and Conditions,Attachment A, Proposal.
<br /> 29. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent
<br /> jurisdiction,the remaining provisions shall continue in full force and effect.
<br /> 30. The titles and headings of the paragraphs of this Agreement have been inserted for convenience of reference only
<br /> and are not intended to summarize or otherwise describe the subject matter of such paragraphs and shall not be given any
<br /> consideration in the construction of this Agreement.
<br /> Non-Assignment Clause: Neither party will assign this Agreement, nor any interest arising herein,without the written consent of the
<br /> other party.
<br /> The Contractor must not enter into subcontracts for any of the services provided for in this Agreement without the express written
<br /> consent of the City.
<br /> The provisions of this Agreement are severable. If any portion hereof is,for any reason, held by a court of competent jurisdiction to
<br /> be contrary to law,such decision will not affect the remaining provisions of the Agreement.
<br /> The Contractor will maintain general liability insurance during the term of the agreement.
<br /> The Contractor agrees to comply with the Minnesota Government Data Practices Act and all other applicable state and federal laws
<br /> relating to data privacy or confidentiality. The Contractor will immediately report to the City any requests from third parties for
<br /> information relating to this Agreement. The City agrees to respond promptly to inquiries from the Contractor concerning data
<br /> requests. The Contractor agrees to hold the City, its officers,and employees harmless from any claims resulting from the
<br /> Contractor's unlawful disclosure or use of data protected under state and federal laws.
<br /> The Contractor agrees that the City,the State Auditor or any of their duly authorized representatives,at any time during normal
<br /> business hours and as often as they may reasonably deem necessary,shall have access to and the right to examine,audit, excerpt
<br /> and transcribe any books,documents, papers, and records that are relevant and involve transactions relating to this Agreement.
<br /> Contractor agrees to comply with all applicable federal, state,and local laws, rules, regulations, and ordinances in providing its
<br /> services under this Agreement.
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