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Notwithstanding any provision contained herein, CEE shall be subject to the provisions of the Minnesota Government Data Practices Act, Minnesota Statues, Chapter 13, as provided in Minnesota Statutes, Section 13.05, subd. 6, with respect to the administration of this Agreement and all data related thereto. 9. Relationship of Parties CEE will provide services as an independent contractor under this Agreement. Neither CEE, nor any of its employees or agents, shall be considered employees of the Authority for any purpose, and neither shall CEE be eligible for any compensation or benefits which the Authority may provide to its employees from time to time. CEE shall be solely responsible for all employment and other taxes applicable to providing services hereunder, and the Authority will not withhold any taxes or contributions from the compensation payable to CEE under this Agreement. 10. Notices All notices, requests, demands, and other communications required to be given in writing under this Agreement shall be given to the other party in person or by mail as provided in this section. If delivered personally, notice shall be deemed to have been duly given on the date of delivery. If delivered by mail, such notice shall be sent via first class U.S. mail, postage prepaid, to the address set forth at the beginning of this Agreement or such other address as a party may otherwise request by written notice, and notice shall be deemed duly given three (3) business days after mailing. 11. Assignment This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and assigns; provided, however, that neither party shall assign or transfer in any manner, this Agreement or any portion hereof without the prior written consent of the other party, and any attempt to assign or transfer without prior written consent shall be void and of no effect. 12. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes arising under this Agreement shall be venued in the Ramsey County district courts. 13. Miscellaneous 13.1 Headings and captions used in this Agreement are for convenience only and shall not affect the meaning of this Agreement. CONTRACT between ECONOMIC DEVELOPMENT AUTHORITY in and for the CITY OF MOUNDS VIEW and CENTER FOR ENERGY AND ENVIRONMENT #2606 Page 5 511563v2 AMB MU205-48