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<br /> 24. Should a dispute, including but not limited to any litigation or arbitrat ion 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.
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<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 disp ute;
<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 a t 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.
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<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.
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<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 notic e thereof
<br />must be given by such Party to the other Party within ten (10) days after occurrence of such cause or event.
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<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.
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<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.
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<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.
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<br />Non-Assignment Clause: Neither party will assign this Agreement, nor any interest arising herein, without the written consent of the
<br />other party.
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<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.
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<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.
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<br />The Contractor will maintain general liability insurance during the term of the agreement.
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<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.
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<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.
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<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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