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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. X. Records — Availability/Access. Subject to the requirements of Minnesota Statutes, section 16C.05, subd. 5, the Municipality, the State Auditor, or any of their authorized representatives, at any time during normal business hours, and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc., which are pertinent to the accounting practices and procedures of Contractor and involve transactions relating to this Agreement. Contractor shall maintain these materials and allow access during the period of this Agreement and for six (6) years after its termination or cancellation. XI. Termination. Either party may terminate this Agreement by providing written notice to the other party 60 days prior to the termination date. 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. XII. 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). XIII. 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. XIV. 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. 3 DOC SOPEN\MU 125\47\702048.v 1-2/5/21