Laserfiche WebLink
DocuSign Envelope ID: 103DC81A-DA34-4DDA-AAF4-6AAAB065D71F <br /> 121522-MNF <br /> Supplier's Authorized Representative is the person named in the Supplier's Proposal. If <br /> Supplier's Authorized Representative changes at any time during this Contract, Supplier must <br /> promptly notify Sourcewell in writing. <br /> 10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE <br /> A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, <br /> documents, and accounting procedures and practices relevant to this Contract are subject to <br /> examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the <br /> end of this Contract. This clause extends to Participating Entities as it relates to business <br /> conducted by that Participating Entity under this Contract. <br /> B. ASSIGNMENT. Neither party may assign or otherwise transfer its rights or obligations under <br /> this Contract without the prior written consent of the other party and a fully executed <br /> assignment agreement. Such consent will not be unreasonably withheld. Any prohibited <br /> assignment will be invalid. <br /> C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective <br /> until it has been duly executed by the parties. <br /> D. WAIVER. Failure by either party to take action or assert any right under this Contract will <br /> not be deemed a waiver of such right in the event of the continuation or repetition of the <br /> circumstances giving rise to such right. Any such waiver must be in writing and signed by the <br /> parties. <br /> E. CONTRACT COMPLETE.This Contract represents the complete agreement between the <br /> parties. No other understanding regarding this Contract, whether written or oral, may be used <br /> to bind either party. For any conflict between the attached Proposal and the terms set out in <br /> Articles 1-22 of this Contract, the terms of Articles 1-22 will govern. <br /> F. 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, or any other <br /> relationship such as master-servant, or principal-agent. <br /> 11. INDEMNITY AND HOLD HARMLESS <br /> Supplier must indemnify, defend, save, and hold Sourcewell and its Participating Entities, <br /> including their agents and employees, harmless from any claims or causes of action, including <br /> attorneys' fees incurred by Sourcewell or its Participating Entities, arising out of any act or <br /> omission in the performance of this Contract by the Supplier 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 /> Rev. 3/2022 7 <br />