11-25-2019 - Laserfiche WebLink

Home Browse Search

8 Mounds View Loan Servicing Contract #3084 621273v5MU205-13 F. CEE or Client shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any application insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. 18. Assignment of Rights Neither party shall have any rights to assign its rights or obligations under this Agreement without the prior written consent of the other party hereto. 19. Independent Contractor Nothing herein shall be deemed or construed to create a co-partnership or joint venture between the parties hereto and the services of CEE shall be rendered as an independent contractor and not as an agent for Client, its successors and assigns, or any obligors or noteholders under the Client Loans. 20. Amendments This Agreement may not be amended or modified except by a written amendment signed by the parties in interest at the time of such modification. Notwithstanding the foregoing, CEE may adjust the Fees by providing an updated Exhibit B as provided herein and all other Schedules may be changed by written mutual agreement. 21. Confidentiality CEE acknowledges that Client is a government entity which is subject to the terms and provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, chapter 13 (the “Act”). Additionally, the Client is subject to the terms of the Official Records Act, Minnesota Statutes, section 15.17. To the extent that any of the provisions of this Agreement conflict or are incompatible with any of the obligations of Client, in Client’s sole discretion, such provisions shall be invalid and superseded by the appropriate law, rule, regulation, or interpretation and CEE hereby releases Client from any claims related to Client’s compliance with such obligations. Additionally, CEE acknowledges its obligation to comply with the Act, pursuant to Minnesota Statutes, section 13.05, subd. 11. Neither Client nor CEE shall disclose or use any Confidential Information of the other party or its affiliates, and each party will keep such Confidential Information confidential and will require that its affiliates, officers, employees, contractors, vendors, and advisors who have access to such Confidential Information comply with such non-disclosure and non-use obligations. Notwithstanding the forgoing, Client or CEE may provide such Confidential Information as required pursuant to a court or administrative subpoena, court order or other such legal process or requirement of law; provided, however, that it shall endeavor to promptly notify the other of such request, order or requirement, unless such notice is prohibited by statute, rule, or court order. Nothing herein shall require either Client or CEE to fail to