10.3 PRASD Contract - Laserfiche WebLink

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laws of the State of Minnesota without regard to choice of law or conflict of laws principles. 9.11. Audit. The books, records, documents, and accounting procedures and practices of PRASD and City and other parties relevant to this Agreement are subject to examination by PRASD, City, and either Legislative Auditor or the State Auditor for a period of six years after the effective date of this Agreement. 9.12. Dispute Resolution. PRASD and City agree to negotiate all disputes between them in good faith for a period of thirty (30) days from the date of notice of dispute prior to proceeding to formal dispute resolution or exercising their rights under law. 9.13. Force Majeure. The Parties shall each be excused from performance under this Agreement while and to the extent that either of them are unable to perform, for any cause beyond its reasonable control. Such causes shall include, but not be restricted to fire, storm, flood, earthquake, explosion, war, total or partial failure of transportation or delivery facilities, raw materials or supplies, interruption of utilities or power, and any act of government or military authority. In the event either Party is rendered unable wholly or in part by force majeure to carry out its obligations under this Agreement then the Party affected by force majeure shall give written notice with explanation to the other Party immediately. 9.14. Compliance with Laws. City and PRASD shall each abide by all Federal, State, and local laws, statutes, ordinances, rules, and regulations now in effect or hereinafter adopted pertaining to this Agreement or to the Facilities, programs, and staff for which each is responsible. 9.15. Data Practices. The Parties acknowledge that this Agreement is subject to the requirements of Minnesota's Government Data Practices Act, Minnesota Statutes, Section 13.01 et seq. 9.16. No Waiver. Any Party's failure in any one or more instances to insist upon strict performance of any of the terms and conditions of this Agreement or to exercise any right herein conferred shall not be construed as a waiver or relinquishment of that right or of that Party's right to assert or rely upon the terms and conditions of this Agreement. Any express waiver of a term of this Agreement shall not be binding and effective unless made in writing and properly executed by the waiving Party. 9.17. Patented Devices, Materials, and Processes. If this Agreement requires, or the City desires, the use of any design, device, material, or process covered by letters, patent or copyright, trademark, or trade name, City shall provide for such use by a suitable legal agreement with the patentee or owner and a copy of said agreement shall be filed with PRASD. If no such agreement is made or filed as noted, City shall indemnify and hold harmless PRASD from any and all claims for infringement by reason of the use of any such patented design, device, material or process, or any trademark or trade name or copyright in connection with the services agreed to be performed under the Agreement and shall indemnify and defend PRASD for any costs, liability, expenses and attorney's fees that result from any such infringement. 9.18. Mechanic's Lien. City hereby covenants and agrees that City will not permit or allow any mechanic's or materialman's liens to be placed on the PRASD's 31