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4.2.1 City shall use all Materials only for the purpose for which they were prepared. If <br /> the Materials are used for any other purpose, City shall indemnify and hold <br /> Sourcewell harmless for such reuse. <br /> 4.2.2 Sourcewell shall return or destroy City's materials when this Agreement expires <br /> or terminates except to the extent that such Materials must be retained to satisfy <br /> auditing or statutory requirements. <br /> 4.2.3 Notwithstanding the foregoing, Sourcewell may maintain and reuse standard <br /> details related to this Agreement in the normal course of its business. <br /> 4.3 Audit and Record Disclosure. Pursuant to Minn. Sta.t. § 16C.05, subd. 5, Sourcewell <br /> acknowledges that the books,records, documents, and accounting procedures and <br /> practices relevant to this Agreement are subject to examination by City,the State <br /> Auditor, and other duly authorized entities. For that purpose, Sourcewell sha11 maintain <br /> these and other related records for a period of six (6)yeazs after the date of termination of <br /> this Agreement. This Section does not apply to government data generated or used solely <br /> for City's benefit and,therefore, owned by City as outlined above. <br /> ARTICLE V: GENERAL TERMS AND CONDITIONS <br /> 5.1 Subcontracting. Sourcewell shall not enter into any subcontract for performance of any <br /> services contemplated under this Agreement without the prior written approval from City. <br /> Sourcewell shall be responsible for the performance of all permitted subcontracts and, <br /> pursuant to Minn. Stat. § 471.425, shall pay all subcontractors within ten(10) calendar <br /> days of receipt of payment from City. If Sourcewell does not make timely payment, it <br /> shall pay interest at the rate of 1.5%per month pro rata for such delay. <br /> 5.2 Notices. All notices, invoices, and statements(Notice)related to this Agreement must be <br /> in writing. Notice of termination shall be delivered in person or mailed to the intended <br /> recipient at its current address. All other conespondence or communication may be <br /> mailed,hand delivered, or sent via fax or email to the other Party. <br /> 5.2.1 Each Party shall notify the other of any change to contact information, including <br /> address,telephone number,point of contact, and email address. <br /> 5.2.2 Notice will be deemed to have been given: (a)when delivered in person during <br /> normal business hours; (b)upon confirmation of receipt when transmitted by <br /> facsimile or electronic mail; (c)upon receipt when sent by registered or certified <br /> mail,postage prepaid; or(d)on the date of receipt if transmitted by national <br /> overnight courier with confirmation of delivery. <br /> 5.3 Governing Law, Jurisdiction and Attorney's Fees. This Agreement shall be interpreted <br /> and construed in accordance with the laws of the State of Minnesota. Any dispute arising <br /> out of this Agreement shall be adjudicated in Todd County, Minnesota. In any action or <br /> proceeding to enforce rights under this Agreement,the prevailing Party shall be entitled <br /> to recover costs and reasonable attorney's fees from the other Party. <br /> 5.4 Assignment. Neither Party sha11 have the right to assign or otherwise transfer its rights <br /> and obligations under this Agreement without prior written consent from the other Party. <br /> 3 <br /> P&ZAgreement v.01/2017 <br />