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7. SUBCONTRACTORS. Contractor shall not enter into subcontracts for services provided <br />under this Agreement without the express written consent of the City. Contractor shall comply with <br />Minnesota Statute § 471.425. Contractor must pay Subcontractor for all undisputed services <br />provided by Subcontractor within ten days of Contractor's receipt of payment from City. Contractor <br />must pay interest of 1.5 percent per month or any part of a month to Subcontractor on any <br />undisputed amount not paid on time to Subcontractor. The minimum monthly interest penalty <br />payment for an unpaid balance of $100 or more is $10. <br />8. WAIVER. Any waiver by either party of a breach of any provisions of this Agreement shall not <br />affect, in any respect, the validity of the remainder of this Agreement. <br />9. ENTIRE AGREEMENT. The entire agreement of the parties is contained herein. This <br />Agreement supersedes all oral agreements and negotiations between the parties relating to the <br />subject matter hereof as well as any previous agreements presently in effect between the parties <br />relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the <br />provisions of this Agreement shall be valid only when expressed in writing and duly signed by the <br />parties, unless otherwise provided herein. <br />10. MINNESOTA GOVERNMENT DATA PRACTICES ACT. Contractor must comply with <br />the Minnesota Government Data Practices Act, Minnesota Statues Chapter 13, as it applies to (1) all <br />data provided by the City Pursuant to this Agreement, and (2) all data, created, collected, received, <br />stored, used, maintained, or disseminated by the Contractor pursuant to this Agreement. Contractor <br />is subject to all the provisions of the Minnesota Government Data Practices Act, including but not <br />limited to the civil remedies of Minnesota Statutes Section 13.08, as if it were a government entity. <br />In the event Contractor receives a request to release data, Contractor must immediately notify City. <br />City will give Contractor instructions concerning the release of the data to the requesting party <br />before the data is released. Contractor agrees to defend, indemnify, and hold City, its officials, <br />officers, agents, employees, and volunteers harmless from any claims resulting from Contractor's <br />officers', agents', city's', partner's, employees', volunteers', assignees, or subcontractors' unlawful <br />disclosure and/or use of protected data. The terms of this paragraph shall survive the cancelations <br />or termination of this Agreement. <br />THIS AGREEMENT is entered into by the undersigned parties as of the date written above. <br />39 <br />