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uocuurgn Enverope tu: vu426523 5bE5 44dA yA64 ctctuuAt6buu <br />010720-AXN <br />10, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPTETE <br />A. ASSIGNMFNT. Neither the Vendor nor Sourcewell may assign or transfer any rights or <br />obligations under this Contract without the prior consent of the parties and a fully executed <br />assignment agreement. Such consent will not be unreasonably withheld. <br />B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective <br />until it has been fully executed by the parties. <br />C. WAIVER. lf either party fails to enforce any provision of this Contract, that failure does not <br />waive the provision or the right to enforce it. <br />D. CONTRACT COMPLETF. This Contract contains all negotiations and agreements between <br />Sourcewell and Vendor. No other understanding regarding this Contract, whether written or <br />oral, may be used to bind either party. <br />E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent <br />contractors, each free to exercise judgment and discretion with regard to the conduct of their <br />respective businesses. This Contract does not create a partnership, joint venture, master- <br />servant, principal-agent, or any other relationship. <br />11. LIABILITY <br />Vendor must indemnify, save, and hold Sourcewell and its Members, including their agents and <br />employees, harmless from any claims or causes of action, including attorneys'fees, arising out <br />of the performance of this Contract bythe Vendor or its agents or employees; this <br />indemnification includes injury or death to person{s) or property alleged to have been caused <br />by some defect in the Equipment, Products, or Services under this Contract to the extent the <br />Equipment, Product, or Service has been used according to its specifications. <br />12. AUDITS <br />Sourcewell reserves the right to review the books, records, documents, and accounting <br />procedures and practices of the Vendor relevant to this Contract for a minimum of six (6) years <br />from the end of this Contract. This clause extends to Members as it relates to business <br />conducted by that Member under this Contract. <br />13. GOVERNMENT DATA PRACTICES <br />Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, <br />Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell <br />under this Contract and as it applies to all data created, collected, received, stored, used, <br />maintained, or disseminated by the Vendor under this Contract. <br />Rev.4/2019