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Attachment C 719 bad faith. A Member shall defend, indemnity and hold harmless Metro-INET against all claims, 720 losses, liabilities, suits, judgments, costs, and expenses arising out of action or inaction of the 721 Member regarding the Member's Data. This JPA to defend and indemnify does not constitute a 722 waiver by Metro-INET or any Member of the limitations on liability provided by Minnesota 723 Statutes, Chapter 466. 724 ARTICLE XIV 725 AMENDMENT 726 727 Section 14.1. Amendment of JPA. This JPA sets forth all understandings of the Members. 728 All prior agreements, understandings, representations whether consistent or inconsistent, verbal or 729 written, concerning this JPA, are merged into and superseded by this written JPA. No modification 730 or amendment to the JPA shall be binding unless all Members agree in writing to the proposed 731 change or amendment. 732 ARTICLE XV 733 MISCELLANEOUS 734 735 Section 15.1. Data Practices. The Members agree to comply with the Minnesota 736 Government Data Practices Act, Minnesota Statutes, Chapter 13, as it applies to all data created, 737 collected, received, stored, used, maintained or disseminated by Metro-INET. If a Member 738 receives a request to release the data referred to in this section, it must immediately notify the 739 executive director. The executive director will give the Member who has received the data request 740 instructions concerning the release of the data to the requester before the data is released. 741 Section 15.2. Audit. The books, records and documents relevant to this JPA are subject to 742 audit by the Members and the State of Minnesota at reasonable times upon written notice. 743 Section 15.3. Counterparts. This JPA may be executed simultaneously in two or more 744 counterparts, each of which will be deemed an original, but all of which together will constitute 745 one and the same instrument. 746 Section 15.4. Headings. The subject headings of the sections and subsections of the JPA 747 are included for purposes of convenience only, and shall not affect the construction of 748 interpretation of any of its provisions. 749 Section 15.5. Severability. In case any one or more of the provisions of this JPA shall be 750 invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the 751 remaining provisions contained in this JPA will not in any way be affected or impaired thereby. 752 Section 15.6. Applicable Law. This JPA shall be governed by and construed in accordance 753 with the laws of the State of Minnesota. Any disputes, controversies, or claims arising out of this 754 JPA shall be heard in Minnesota state district or courts with the venue being in Ramsey County, 755 and the Members waive any objection to the jurisdiction of these courts, whether based on 756 convenience or otherwise. 14