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b. Wright-Hennepin Cooperative Electric Association shall safeguard and <br /> maintain the Data in compliance with the Minnesota Government Data Practices Act(the <br /> "MGDPA"), Minnesota Statutes, Chapter 13. <br /> c. Wright-Hennepin Cooperative Electric Association shall safeguard and <br /> maintain the Data in compliance with Minnesota Statutes, Sections 15.17 and 138.17 and the Elk <br /> River Municipal Utilities record retention schedule. <br /> d. Wright-Hennepin Cooperative Electric Association shall permit authorized <br /> personnel of the Elk River Municipal Utilities access to the Data upon request. <br /> 3. Term. This Agreement shall be effective on the date hereof and shall continue, <br /> unless terminated in accordance with the terms of this Agreement. <br /> Elk River Municipal Utilities may terminate this Agreement for convenience at any time. <br /> Termination shall be effective upon 30 days written notice to Wright-Hennepin Cooperative <br /> Electric Association. <br /> Wright-Hennepin Cooperative Electric Association may terminate this Agreement for <br /> convenience at any time. Termination shall be effective on 30 days written notice to Elk River <br /> Municipal Utilities. <br /> • The Parties may voluntarily terminate this Agreement at any time by mutual agreement. <br /> Upon termination of this Agreement, Wright-Hennepin Cooperative Electric Association <br /> shall promptly return all of the Data it maintains at the time of termination of the Agreement to <br /> Elk River Municipal Utilities. <br /> 4. Indemnification. To the fullest extent permitted by law, Wright-Hennepin <br /> Cooperative Electric Association agrees to defend, indemnify, and hold-harmless Elk River <br /> Municipal Utilities and its employees, officials, and agents from and against all claims, actions, <br /> damages, losses, and expenses, including reasonable attorney fees, arising out of Wright- <br /> Hennepin Cooperative Electric Association's negligence or performance or failure to perform its <br /> obligations under this Agreement. Wright-Hennepin Cooperative Electric Association's <br /> indemnification obligation shall apply to its subcontractors, or anyone directly or indirectly <br /> employed or hired by Wright-Hennepin Cooperative Electric Association, or anyone for whose <br /> acts Wright-Hennepin Cooperative Electric Association may be liable. Wright-Hennepin <br /> Cooperative Electric Association agrees this indemnity obligation shall survive the completion or <br /> termination of this Agreement. <br /> 5. Dispute Resolution. The Parties shall cooperate and use their best efforts to <br /> • ensure that the various provisions of the Agreement are fulfilled. The Parties agree to act in good <br /> faith to undertake resolution of disputes in an equitable and timely manner and in accordance <br /> 2 <br /> 189557v1 <br />