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14 bad faith. A Member shall defend, indemnity and hold harmless Metro-INET against all claims, losses, liabilities, suits, judgments, costs, and expenses arising out of action or inaction of the Member regarding the Member’s Data. This JPA to defend and indemnify does not constitute a waiver by Metro-INET or any Member of the limitations on liability provided by Minnesota Statutes, Chapter 466. ARTICLE XIV AMENDMENT Section 14.1. Amendment of JPA. This JPA sets forth all understandings of the Members. All prior agreements, understandings, representations whether consistent or inconsistent, verbal or written, concerning this JPA, are merged into and superseded by this written JPA. No modification or amendment to the JPA shall be binding unless all Members agree in writing to the proposed change or amendment. ARTICLE XV MISCELLANEOUS Section 15.1. Data Practices. The Members agree to comply with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, as it applies to all data created, collected, received, stored, used, maintained or disseminated by Metro-INET. If a Member receives a request to release the data referred to in this section, it must immediately notify the executive director. The executive director will give the Member who has received the data request instructions concerning the release of the data to the requester before the data is released. Section 15.2. Audit. The books, records and documents relevant to this JPA are subject to audit by the Members and the State of Minnesota at reasonable times upon written notice. Section 15.3. Counterparts. This JPA may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Section 15.4. Headings. The subject headings of the sections and subsections of the JPA are included for purposes of convenience only, and shall not affect the construction of interpretation of any of its provisions. Section 15.5. Severability. In case any one or more of the provisions of this JPA shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained in this JPA will not in any way be affected or impaired thereby. Section 15.6. Applicable Law. This JPA 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 JPA shall be heard in Minnesota state district or courts with the venue being in Ramsey County, and the Members waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise.