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<br />COUNTY does not waive any rights or assume any obligations by not strictly
<br />enforcing the requirements set forth in this section.
<br />C. Duty to Notify. CITY shall promptly notify the COUNTY of any claim, action,
<br />cause of action or litigation brought against CITY, its employees, officers, agents
<br />or subcontractors, which arises out of the services contained in this Agreement.
<br />CITY shall also notify the COUNTY whenever CITY has a reasonable basis for
<br />believing that CITY and/or its employees, officers, agents or subcontractors,
<br />and/or the COUNTY, might become the subject of a claim, action, cause of
<br />action, criminal arrest, criminal charge or litigation arising out of and/or related to
<br />the services contained in this Agreement. Failure to provide the notices required
<br />by this section is a material violation of the terms and conditions of this
<br />Agreement.
<br />9. DATA PRACTICES
<br />CITY, its officers, agents, owners, partners, employees, volunteers and subcontractors
<br />shall abide by the provisions of the Minnesota Government Data Practices Act,
<br />Minnesota Statutes, Chapter 13 (MGDPA), the Health Insurance Portability and
<br />Accountability Act (HIPAA) and implementing regulations, if applicable, and all other
<br />applicable state and federal laws, rules, regulations and orders relating to data privacy or
<br />confidentiality. CITY agrees to defend, indemnify and hold harmless the COUNTY, its
<br />officials, officers, agents, employees, and volunteers from any claims resulting from
<br />CITY's officers', agents', owners', partners', employees', volunteers', assignees' or
<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 />10. RECORDS — AVAILABILITY/ACCESS
<br />Subject to the requirements of Minnesota Statutes Section 16C.05, Subd. 5, CITY agrees
<br />that the COUNTY, the State Auditor, or any of their authorized representatives, at any
<br />time during normal business hours, and as often as they may reasonably deem necessary,
<br />shall have access to and the right to examine, audit, excerpt, and transcribe any books,
<br />documents, papers, records, etc., which are pertinent to the accounting practices and
<br />procedures of CITY and involve transactions relating to this Agreement. CITY shall
<br />maintain these materials and allow access during the period of this Agreement and for six
<br />(6) years after its termination or cancellation.
<br />11. SUCCESSORS, SUBCONTRACTING 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 COUNTY. A consent to assign
<br />shall be subject to such conditions and provisions as the COUNTY may deem
<br />
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