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6.1.B. - Page 34 <br /> 9_4 Governing Law: All applicable portions of the Minnesota Uniform Commercial Code and all other <br /> applicable Minnesota laws shall govern contracts with the National Joint Powers Alliance®. Any claims <br /> pertaining to this RFP and any resulting Contract that develop between NJPA and any other party must be <br /> brought forth only in courts in Todd County in the State of Minnesota. <br /> 9.5 Vendor Compliance with applicable law: Vendor(s) shall comply with all federal, state, or local <br /> laws applicable to or pertaining to the sale of the products/services resulting from this RFP. All such <br /> laws,whether or not herein contained, shall be included by this reference. It shall be Proposer's/Vendor's <br /> responsibility to determine the applicability and requirements of any such laws and to abide by them. <br /> 9_6 Indemnity: Each party agrees it will be responsible for its own acts and the result thereof to the extent <br /> authorized by law and shall not be responsible for the acts of the other party and the results thereof. <br /> NJPA's liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota <br /> Statutes, Section §3.736, and other applicable law. <br /> 9.7 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with <br /> prevailing wage legislation in effect in the jurisdiction of the purchaser(NJPA or NJPA Member). It shall <br /> be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate <br /> department of labor for any increase in rates during the term of this Contract and adjust wage rates <br /> accordingly. <br /> 9.8 Patent and Copyright infringement: If an article sold and delivered to NJPA or NJPA Members <br /> hereunder shall be protected by any applicable patent or copyright, the Vendor agrees to indemnify and <br /> save harmless NJPA and NJPA Members against any and all suits, claims,judgments, and costs instituted <br /> or recovered against it by any person whosoever on account of the use or sale of such articles by NJPA or <br /> NJPA Members in violation or right under such patent or copyright. <br /> D. ASSIGNMENT OF CONTRACT <br /> 9_9 No right or interest in this Contract shall be assigned or transferred by the Proposer/Vendor without <br /> prior written permission by the NJPA. No delegation of any duty of the Proposer/Vendor shall be made <br /> without prior written permission of the NJPA. The NJPA shall notify the members within fifteen (15) <br /> days of receipt of written notice by the Vender. After issuance the awarded Contract may be reassigned <br /> to a comparable Vendor at the discretion of NJPA. <br /> 9.10 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform <br /> this Contract, a successor in interest must guarantee to perform all obligations under this Contract. NJPA <br /> reserves the right to reject the acquiring person or entity as a Vendor. A simple change of name <br /> agreement will not change the contractual obligations of the Vendor. <br /> E. PROPOSERS LIST <br /> 9.11 NJPA will not maintain or communicate to a proposers list. All interested proposers must respond to <br /> the solicitation as a result of one of the methods of proposal advertisements listed above. Because of the <br /> scope of the potential Members and national Vendors,NJPA has determined this to be the best method of <br /> fairly soliciting proposals. <br /> F. CAPTIONS, HEADINGS, AND ILLUSTRATIONS <br /> 9.12 The captions, illustrations, headings, and subheadings in this solicitation are for convenience and <br /> ease of understanding and in no way define or limit the scope or intent of this request. <br /> 31 of 47 <br />