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2.2 Billin�and Payment. Sourcewell agrees to submit a monthly invoice to City for services <br /> rendered. City agrees remit payment to Sourcewell within thirty(30)days of the date of <br /> the invoice. <br /> 2.3 Limitation. Sourcewell shall not impose costs and fees other than those established in <br /> this Agreement. <br /> ARTICLE III: TERM AND TERMINATION <br /> 3.1 Term. This Agreement will commence on the Effective Date and sha11 continue for three <br /> (3) years unless earlier terminated pursuant to the terms of this Agreement. <br /> 3.2 Termination for Convenience. Either party may terminate this Agreement at any time <br /> upon thirty(30) days'written notice. Termination pursuant to this Section does not <br /> relieve Sourcewell of its obligations to complete any open services. Nor will City be <br /> relieved of its obligation to pay for such open services. <br /> 3.3 Termination for Cause. Either party may terminate this Agreement if it provides written <br /> nodce of material breach to the other Party, and the other Party does not cure the breach <br /> within thirty(30) calendar days of receiving the notice. The notice must describe the <br /> breach in reasonable detail and state the non-breaching Party's intent to terminate the <br /> Agreement. <br /> 3.4 Survival.Notwithstanding any expiradon or termination of this Agreement, all payment <br /> obligations incuned prior to expiration or termination, and Articles III, N, and V will <br /> survive. All other rights granted under this Agreement shall cease. <br /> ARTICLE IV: DATA AND MATERIALS <br /> 4.1 Government Data.. The Parties acknowledge that each is subject to the Minnesota <br /> Government Data Practices Act(MGDPA) at Minnesota Statutes, Chapter 13. The <br /> Parties further acknowledge that any data collected, createrl,received,maintained or <br /> disseminated in conjunction with this Agreement is obtained for City's benefit and is the <br /> sole property of City. <br /> 4.1.1 City shall be responsible for ensuring government data related to this Agreement <br /> is appropriately classified, categorized, and inventoried as required by the <br /> MGDPA, for protecting such data in accordance with the Act, and for responding <br /> to any related public data requests. <br /> 4.1.2 Sourcewell shall restrict access to City's government data to staff whose work I <br /> assignments reasonably require such access, and it shall take reasonable measures <br /> to protect City's data during the term of this Agreement. Upon expiration or <br /> termination of this Agreement, Sourcewell shall return or destroy City's data <br /> except to the extent that such data must be retained to satisfy auditing or statutory <br /> requirements. <br /> 4.2 Work Product. The Parties acknowledge that any reports, exhibits,models, graphics, <br /> computer files,maps, charts, and supporting documentation(Materials) developed or <br /> used conjunction with this Agreement are generated for City's benefit and are the sole <br /> property of City. <br /> 2 <br /> P&ZAgreement v.01/2017 <br />