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4.3 Notices. Any notices required or permitted to be given under this Agreement shall be <br />delivered personally or sent by certified mail to the other Party as follows: <br /> <br />To the County: Andrew Witter <br />Sherburne County Engineer <br />Sherburne County Government Center <br />13880 Business Center Drive, Suite 100 <br />Elk River, MN 55330 <br />To the City: City Administrator <br />City of Elk River <br />13065 Orono Parkway <br />Elk River, MN 55330 <br /> <br />4.4 Governing Law. This Agreement shall be governed by the laws of the State of <br />Minnesota. For the purpose of resolving conflicts related to or arising out of this Agreement, the <br />parties expressly agree that venue shall be exclusively in the State of Minnesota, County of <br />Sherburne. <br /> <br />4.5 Disbursement of Funds. All funds disbursed by the County or City pursuant to this <br />Agreement shall be disbursed by each entity pursuant to the method provided by law. <br />4.6 Audit. The parties shall maintain complete and accurate records with respect to costs <br />incurred and services performed under this Agreement for a period of at least six (6) years after <br />the termination of this Agreement. Pursuant to Minn. Stat. § 16C.05, Subd. 5, each Party shall <br />allow the other Party, the State Auditor, or their authorized representatives access to the books, <br />records, documents, and accounting procedures and practices relevant to the subject matter of the <br />Agreement, for purposes of audit. <br /> <br />4.7 Data Practices. All data created, collected, received, stored, used, maintained, or <br />disseminated for any purpose in connection with this Agreement is governed by the Minnesota <br />Data Practices Act, as well as other State and Federal rules and regulations relating to data <br />privacy. <br />4.8 Assignment and Delegation. Neither Party shall assign its rights or delegate its duties <br />under this Agreement without receiving the prior written consent of the other Party. <br />4.9 Liability. Each Party will be solely responsible for its own acts and omissions and the <br />results thereof, to the extent authorized by law. Each Party agrees to indemnify and hold <br />harmless the other from any claims, losses, costs, expenses or damages, including reasonable <br />attorneys’ fees, resulting from the acts or omissions of the respective officers, contactors, agents, <br />or employees of the indemnifying Party, to the extent such acts or omissions are directly related <br />to activities conducted by the indemnifying Party or performance or failure to perform the duties <br />of the indemnifying Party or its officers, contractors, agents, or employees under this Agreement. <br />Nothing in this Agreement shall constitute a waiver of limitation of any immunity or limitation on <br />liability to which the Parties are entitled. Pursuant to Minn. Stat. §471.59, Subd. 1a(a), as <br />amended, this Agreement is intended to be and shall be construed as a “cooperative activity” and <br />it is the intent of the parties that they shall be deemed a “single governmental unit” for the <br />purposes of liability; provided, however, that each Party expressly declines responsibility for the <br />acts or omissions of the other. Nothing in this Agreement shall be construed to waive or limit any <br />immunity from, or limitation on, the liability of either Party as provide by law. Under no <br />Page 120 of 379