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5 <br />maintenance, they will be charged and invoiced for such services. This is for City equipment listed in <br />Exhibit A and for any future purchases or replacement Capital improvements and equipment <br />replacement will be agreed upon by the City and the Operator and shall be the responsibility of the <br />City. The Operator shall, however, be responsible for any repairs or replacements due to any <br />negligence or willful misconduct. <br /> <br />21. Controlling Law/Venue. This Agreement shall be governed by and construed in <br />accordance with the laws of the State of Minnesota. In the event of litigation, the exclusive venue shall <br />be in the District Court of the State of Minnesota for Sherburne County Minnesota. <br /> <br />22. Minnesota Government Data Practices Act. Operator must comply with the Minnesota <br />Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to (1) all data provided by <br />the City pursuant to this Agreement, and (2) all data, created, collected, received, stored, used, <br />maintained, or disseminated by Operator pursuant to this Agreement. Operator is subject to all the <br />provisions of the Minnesota Government Data Practices Act, including but not limited to the civil <br />remedies of Minnesota Statutes Section 13.08, as if it were a government entity. In the event Operator <br />receives a request to release data, Operator must immediately notify City. City will give Operator <br />instructions concerning the release of the data to the requesting party before the data is released. <br />Operator agrees to defend, indemnify, and hold City, its officials, officers, agents, employees, and <br />volunteers harmless from any claims resulting from Operator's officers', agents’, city' s, partners', <br />employees’, volunteers‘, assignees' or subcontractors' unlawful disclosure and/or use of protected data. <br />The terms of this paragraph shall survive the cancellation or termination of this Agreement. <br /> <br />23. Assignment. The Operator shall not assign this agreement, or its rights, title, or <br />interest herein without the express prior written consent of the City. <br /> <br /> <br /> <br /> CITY OF ELK RIVER <br /> <br /> By: _____________________________________ <br /> John J. Dietz, Mayor <br /> By: ________________________________ <br /> Tina Allard, City Clerk <br />STATE OF MINNESOTA ) <br />) ss. <br />COUNTY OF SHERBURNE ) <br /> <br />The foregoing instrument was acknowledged before me this ________ day of _______ <br />2021 by John J. Dietz and Tina Allard, respectively the Mayor and City Clerk of the City of Elk River, a <br />Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by <br />its City Council. <br /> <br /> ___________________________________ <br /> Notary Public <br /> <br /> <br />