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EDA: Economic Development Authority of the City of Elk River <br /> 13065 Orono Parkway <br /> Elk River,MN 55330 <br /> Attention: Executive Director <br /> Or such other address as either party may provide to the other by notice given in accordance with <br /> this provision. <br /> 16. Attorney Fees. In the event of any action to enforce or interpret this Agreement, the prevailing <br /> parry shall be entitled to recover from the losing party reasonable attorney fees incurred in the <br /> proceeding, as set by the court, at trial,on appeal or upon review. <br /> 17. Entire Agreement. This Agreement,any attached exhibits and any addenda or amendments signed <br /> by the parties shall constitute the entire agreement between the EDA and the Consultant, and <br /> supersedes any other written or oral agreements between the EDA and the Consultant. This <br /> Agreement can only be modified in writing signed by the EDA and the Consultant. <br /> 18. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any <br /> rights under this Agreement. <br /> 19. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance <br /> with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this <br /> Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this <br /> Agreement waive any objection to the jurisdiction of these courts, whether based on convenience <br /> or otherwise. <br /> 20. Conflict of Interest. The Consultant shall use reasonable care to avoid conflicts of interest and <br /> appearances of impropriety in representation of the EDA and the City. In the event of a conflict of <br /> interest, the Consultant shall advise the EDA and either secure a waiver of the conflict or advise <br /> the EDA that it will be unable to provide the requested services. It is the intent of the Consultant <br /> to refrain from handling advertising, digital, and public relations matters for any other person or <br /> entity that may pose a conflict of interest. <br /> 21. Work Products and Ownership of Documents. Upon full payment for all amounts due <br /> hereunder, all records, information, materials and other work products, including, but not limited <br /> to the completed reports, drawings, renderings, mock ups, samples, photographs and the Work <br /> prepared and developed in connection with the provision of services pursuant to this Agreement <br /> shall become the property of the EDA, but reproductions of such records, information, materials <br /> and other work products in whole or in part may be retained by the Consultant. The Consultant <br /> and its subconsultants shall not be responsible for the EDA's use of such work product and <br /> documents unless the Consultant is retained to provide professional services in connection with <br /> such use. <br /> 22. Agreement Not Exclusive. The EDA retains the right to hire other representation for other matters, <br /> in the EDA's sole discretion. <br /> 23. Data Practices Act Compliance. Any and all data provided to the Consultant, received from the <br /> Consultant,created,collected,received, stored,used,maintained,or disseminated by the Consultant <br /> pursuant to this Agreement shall be administered in accordance with,and is subject to the requirements <br /> of the Minnesota Government Data Practices Act,Minnesota Statutes,Chapter 13, as amended. This <br /> 4 <br /> EL185-13-668416.v2 <br />