7.2 EDSR 06-17-2024 - Laserfiche WebLink

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4 17. Entire Agreement. This Agreement, any attached exhibits and any addenda or amendments signed by the parties shall constitute the entire agreement between the EDA and the Consultant, and supersedes any other written or oral agreements between the EDA and the Consultant. This Agreement can only be modified in writing signed by the EDA and the Consultant. 18. Third Party Rights. The parties to this Agreement do not intend to confer on any third party any rights under this Agreement. 19. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 20. Conflict of Interest. The Consultant shall use reasonable care to avoid conflicts of interest and appearances of impropriety in representation of the EDA and the City. In the event of a conflict of interest, the Consultant shall advise the EDA and either secure a waiver of t he conflict or advise the EDA that it will be unable to provide the requested services. It is the intent of the Consultant to refrain from handling advertising, digital, and public relations matters for any other person or entity that may pose a conflict of interest. 21. Work Products and Ownership of Documents. Upon full payment for all amounts due hereunder, all records, information, materials and other work products, including, but not limited to the completed reports and the Work prepared and developed in connection with the provision of services pursuant to this Agreement shall become the property of the EDA, but reproductions of such records, information, materials and other work products in whole or in part may be retained by the Consultant. The Consultant and its subconsultants shall not be responsible for the EDA’s use of such work product and documents unless the Consultant is retained to provide professional services in connection with such use. 22. Copyright: The Consultant expressly reserves every right available to him/her in common law or under the Federal Copyright Act to control the making and dissemination of copies or reproductions of the Work, except as those rights are limited by the Agreement. The Consultant shall not unreasonably refuse the contracting agency and/or the EDA permission to reproduce the Work graphically for purposes strictly for the sole use and benefit of the public. All reproductions of the Work shall contain a credit to the Consultant and copyright notice substantially in the following form: “Copyright, Consultant’s name, year of publication,” in such a manner and location as shall comply with the U.S. Copyright laws. 23. Data Practices Act Compliance. Any and all data provided to the Consultant, received from the Consultant, created, collected, received, stored, used, maintained, or disseminated by the Consultant pursuant to this Agreement shall be administered in accordance with, and is subject to the requirements of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as amended. This paragraph does not create a duty on the part of the Consultant to provide access to public data to the public if the public data are available from the EDA, except as required by the terms of this Agreement. 24. No Discrimination. The Consultant agrees not to discriminate in providing products and services under this Agreement on the basis of race, color, sex, creed, national origin, disability, age, sexual orientation, status with regard to public assistance, or religion. Violation of any part of this provision may lead to immediate termination of this Agreement. Page 92 of 104