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20 <br />subcontractors' unlawful disclosure and/or use of such protected data, or other <br />noncompliance with the requirements of this section. CITY agrees to promptly notify the <br />COUNTY if it becomes aware of any potential claims, or facts giving rise to such claims, <br />under the MGDPA. The terms of this section shall survive the cancellation or <br />termination of this Agreement. <br />RE_C_ORDS _AVAII,AI3ILI'fY/ACCESS <br />Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, CITY agrees <br />that the COUNTY, the State Auditor, the Legislative Auditor or any of their authorized <br />representatives, at any time during normal business hours, and as often as they may <br />reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, <br />and Ganscribe any books, documents, papers, records, etc., which are pertinent to the <br />accounting practices and procedures of CITY and involve transactions relating to this <br />Agreement. CITY shall maintain these materials and allow access during the period of <br />this Agreement and for six (6) years after its ternimation or cancellation. <br />8. SUCCESSQRS SB ON=I NNI'1NG AND ASSIGNMENTS <br />A. CITY binds itself, its partners, successors, assigns and legal representatives to the <br />COUNTY for all covenants, agreements and obligations contained in the contract <br />documents. <br />B. CITY shall not assign, transfer or pledge this Agreement and/or the services to be <br />performed, whether in whole or in part, nor assign any monies due or to become <br />due to it without the prior written consent of the COUN'T'Y. A consent to assign <br />shall be subject to such conditions and provisions as the COUNTY may deem <br />necessary, accomplished by execution of a form prepared by the COUNTY and <br />signed by CITY, the assignee and the COUNTY. Permission to assign, however, <br />shall under no circumstances relieve CITY of its liabilities and obligations under <br />the Agreement. <br />C. CITY shall not subcontract this Agreement and/or the services to be performed, <br />whether in whole or in part, without the prior written consent of the COUNTY. <br />Permission to subcontract, However, shall under no circumstances relieve CITY of <br />its liabilities and obligations under the Agreement. Further, CITY shall be fully <br />responsible for the acts, omissions, and failure of its subcontractors in the <br />performance of the specified contractual services, and of person(s) directly or <br />indirectly employed by subcontractors. Contracts between CITY and each <br />subcontractor shall require that the subcontractor's services be performed in <br />accordance with the terms and conditions specified. <br />9. MERGER AND MODIFICATION <br />A. It is understood and agreed that the entire Agreement between the parties is <br />contained herein and that this Agreement supersedes all oral agreements and <br />