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040924-URI <br /> <br />any subsequent solicitation. In the event this Contract is cancelled by either party prior to the <br />/ƚƓƷƩğĭƷ͸ƭ ĻǣƦźƩğƷźƚƓ ķğƷĻͲ ƷŷĻ ğķƒźƓźƭƷƩğƷźǝĻ fee payment will be due no more than 30 days <br />from the cancellation date. <br /> <br />9. AUTHORIZED REPRESENTATIVE <br /> <br />Sourcewell's Authorized Representative is its Chief Procurement Officer. <br /> <br />{ǒƦƦƌźĻƩ͸ƭ !ǒƷŷƚƩźǩĻķ wĻƦƩĻƭĻƓƷğƷźǝĻ źƭ ƷŷĻ ƦĻƩƭƚƓ ƓğƒĻķ źƓ ƷŷĻ {ǒƦƦƌźĻƩ͸ƭ tƩƚƦƚƭğƌ͵ LŅ <br />{ǒƦƦƌźĻƩ͸ƭ !ǒƷŷƚƩźǩĻķ wĻƦƩĻƭĻƓƷğƷźǝĻ ĭŷğƓŭĻƭ ğƷ ğƓǤ ƷźƒĻ ķǒƩźƓŭ Ʒŷźƭ /ƚƓƷƩğĭƷͲ {ǒƦƦƌźĻƩ ƒǒƭƷ <br />promptly notify Sourcewell in writing. <br /> <br />10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE <br /> <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 /> <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 /> <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 /> <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 /> <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 /> <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 /> <br />Rev. 3/2022 8 <br /> <br /> <br />