XL AMENDMENTS. Any amendmentsto this Agreementshall be in writing, and shall be executed by the
<br />same parties who executed the original Agreement, or their successors in office.
<br />XI7. LIABILITY. The CONTRACTOR shall indemnify, save, and hold the CITY, its representativesand
<br />employeesharmlessfrom any and all claimsor causes of action, including all attorney'sfees incurred by
<br />the CITY, arising from the performanceof this Agreementby the CONTRACTOR or CONTRACTOR'S
<br />agents or employees. This clause shall not be construed to bar any legal remedies the CONTRACTOR
<br />may have for the CITY'S failure to fulfill its obligations pursuant to this Agreement.
<br />�Ir�. CITY AUDITS. The books, records, documents, and accounting procedures and practices of the
<br />CONTRACTOR relevantto this Agreement shall be subject to examination by the City and any state
<br />agency with regulatory oversight of the City.
<br />XIV. GOVERNMENT DATA PRACTICES ACT. The CONTRACTOR must complywith the Minnesota
<br />Government Data Practices Act, Minnesota StatutesChapter 13, as it applies to all data provided by the
<br />CITY in accordancewith this AgreemeY�i, and as it appliesto all data, ereated, eoi�ec�ed, received, stored,
<br />used, maintained, or disseminated by the CONTRACTOR in accordance w�t1z this Agreement. The civil
<br />remediesof 1V.Cinneso�a �tatut�s Section 13.08, apply to the releaseofthe data referredto in this Articleby
<br />eitherthe CONTRACTOR or the CITY. In the eventthe CONTRACTORreceives a requestto release the
<br />data referred to in this Article,the CONTRACTOR must i�z►�ediately notify ihe CITY. The CITY will
<br />give the CONTRACTOR ins�ruc�ions coneerningthe release of the data to the requestingparty before the
<br />data is released.
<br />The CONTRACTOR shall complywith the �VSinnesotaDataPracticesAct as it appliesto all dataprovided
<br />by the CITY in accordancewith this Agreementand as it applies to all datacreated, gathered, generated or
<br />acquired in accordance with this Agreement.
<br />► •' : . �►� I► • •••• • •
<br />The MATERIALS which shall include: as built documentsand permits created under this Agreement by
<br />the CONTRACTOR, its employees or subcontractors, individuallv or jnintty with others, shall be
<br />considered "works »:aJ� for hire" as defined by the United �'�I��� �'����� i�ht Act. All of the
<br />MATERIALS, whether in paper, electronic, or other form, shall be remitted to the CITY by the
<br />CONTRACTOR, its employeesand any subcontractors. The CONTRACTOR, its emplo�ees, and any
<br />subcontractorsshallnot copy, reproduce, allow or causeto havethe MATERIALS copied, reproduced or
<br />used for any purpose otherthan perForma��ce ofthe CONTRACTOR'S obligationsunderthis Agreement
<br />without the prior written consent of the CITY'S authorized representative.
<br />The CONTRACTOR represents and warrants that MATERIALS produced or used under this
<br />Agreement do not and will notinfringe upon any intellectual property rights of another, including but
<br />not limited to patents, copyrights, trade secrets, trade names, and service marks and names. The
<br />CONTRACTOR will in€�e�n�iiiy and defend the CITY at the CONTRACTOR'S expensefi'am any action
<br />or claim brought against the CITY to the extent that it is based on a claim that all or part of the
<br />MATERIALS infringe upon the intellectual properryrights of another. The CONTRACTOR shall be
<br />responsible for paymentof any and all such claims, demands, obligations, liabilities, costs, and damages
<br />including, but ilot limited to, reasonable attorney fees arising ou�af�this Agreement, amendments and
<br />supplements thereto, which are attributable to such claims or actions.
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