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representations whether consistent or inconsistent, verbal or 728 written, concerning this JPA, are merged into and superseded by this written JPA.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