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Resolution 9262 Page 3 of 5 VIII. Regulatory Compliance. Contractor shall abide by all federal, state, and local laws, statutes, ordinances, rules, and regulations now in effect or hereinafter adopted pertaining to this Agreement or to the facilities, programs, and staff for which Contractor is responsible. Contractor shall procure, at Contractor’s expense, all permits, licenses, or other rights required for the provision of the Services. Any violation of federal, state, or local laws, statutes, ordinances, rules or regulations, as well as loss of any applicable license, permit, or certification by Contractor shall constitute a material breach of this Agreement, regardless of the reason and whether or not intentional, and shall entitle Municipality to terminate this Agreement effective as of the date of such violation, failure, or loss. IX. Data Practices Compliance. Contractor will have access to data collected or maintained by the Municipality to the extent necessary to perform Contractor’s obligations under this Agreement. Contractor agrees to maintain all data obtained from the Municipality in the same manner as the Municipality is required under the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. Contractor will not release or disclose the contents of data classified as not public to any person except at the written direction of the Municipality. Upon termination of this Agreement, Contractor agrees to return all data pertaining to Municipality business within 30 days of Agreement termination. If Contractor receives a request for data, it shall notify the Municipality immediately, and shall respond to such request at the direction of the Municipality. X. Termination. Either party may terminate this Agreement, without cause, by providing written notice to the other party 60 days prior to the termination. In the event of a material breach by either party, the Agreement may be terminated with 10 days written notice to the other party. In the event Municipality elects to terminate based upon an alleged material breach of the Agreement by Contractor, Contractor shall have 10 days (or the least amount of time reasonably necessary if longer than 10 days) to cure the breach. In the event that the Municipality provides notice of a termination, the Contractor shall cease all Services under this Agreement, unless expressly directed by the Municipality to continue. The Municipality shall not be responsible for reimbursing Contractor for any services which were completed after the notice of Termination was issued for which the Municipality did not expressly request the Contractor complete. XI. Billing and Payment. Invoices shall be submitted periodically (customarily on a monthly basis) and are due and payable within 30 days of receipt by Municipality. Past due balances shall accrue interest at a rate of 1.0% per month (or the maximum rate of interest permitted by law, if less). XII. Choice of Law and Venue. This Agreement is being executed in and is intended to be performed in the State of Minnesota and shall be construed and enforced in accordance with Minnesota law. The parties hereto consent and agree that any legal action arising from or related to the Agreement shall be venued in Ramsey County District Court, State of Minnesota. XIII. Severability. The provisions of this Agreement shall be deemed severable. If any part of this Agreement is rendered void, invalid, or otherwise unenforceable, such rendering shall not affect the validity and enforceability of the remainder of this Agreement.