4.3.e. ERMUSR 10-11-2016 • DATA SAFEKEEPING AND ACCESS AGREEMENT
This Data Safekeeping and Access Agreement("Agreement") is made and entered into
this day of , 2016 by and between Elk River Municipal Utility
and Wright-Hennepin Cooperative Electric Association (collectively the "Parties").
RECITALS
WHEREAS,Elk River Municipal Utilities owned and operated a security service; and
WHEREAS, Wright-Hennepin Cooperative Electric Association acquired the Elk River
Municipal Utilities' security service; and
WHEREAS, it is necessary for Elk River Municipal Utilities to provide customer and
service data(the "Data")to Wright-Hennepin Cooperative Electric Association in order for
Wright-Hennepin Cooperative Association to provide effective security service to customers;
and
WHEREAS,Wright-Hennepin Cooperative Electric Association will be responsible for
safeguarding and maintaining the Data; and
WHEREAS,the Parties intend to insure the Data is maintained in compliance with the
• Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13; and
WHEREAS,the Parties intend to insure the Data is maintained in compliance with the
Minnesota Official Records Act, Minnesota Statutes, Section 15.17; and
WHEREAS,the Parties intend to insure the Data is maintained in compliance with the
Minnesota Government Records Act, Minnesota Statutes, Section 138.17 and Elk River
Municipal Utilities records retention schedule.
NOW, THEREFORE, it is mutually agreed as follows:
1. Purpose. The purpose of this Agreement is to ensure that the Data is maintained
by Wright-Hennepin Cooperative Association in compliance with the Minnesota Government
Data Practices Act, Minnesota Statutes, Chapter 13; Minnesota Official Records Act, Minnesota
Statutes Section 15.17; and Minnesota Government Records Act, Minnesota Statutes, Section
138.17; and Elk River Municipal Utilities records retention schedule.
2. Terms and Conditions.
a. Elk River Municipal Utilities shall transfer the Data to Wright-Hennepin
Cooperative Electric Association.
•
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b. Wright-Hennepin Cooperative Electric Association shall safeguard and
maintain the Data in compliance with the Minnesota Government Data Practices Act(the
"MGDPA"), Minnesota Statutes, Chapter 13.
c. Wright-Hennepin Cooperative Electric Association shall safeguard and
maintain the Data in compliance with Minnesota Statutes, Sections 15.17 and 138.17 and the Elk
River Municipal Utilities record retention schedule.
d. Wright-Hennepin Cooperative Electric Association shall permit authorized
personnel of the Elk River Municipal Utilities access to the Data upon request.
3. Term. This Agreement shall be effective on the date hereof and shall continue,
unless terminated in accordance with the terms of this Agreement.
Elk River Municipal Utilities may terminate this Agreement for convenience at any time.
Termination shall be effective upon 30 days written notice to Wright-Hennepin Cooperative
Electric Association.
Wright-Hennepin Cooperative Electric Association may terminate this Agreement for
convenience at any time. Termination shall be effective on 30 days written notice to Elk River
Municipal Utilities.
• The Parties may voluntarily terminate this Agreement at any time by mutual agreement.
Upon termination of this Agreement, Wright-Hennepin Cooperative Electric Association
shall promptly return all of the Data it maintains at the time of termination of the Agreement to
Elk River Municipal Utilities.
4. Indemnification. To the fullest extent permitted by law, Wright-Hennepin
Cooperative Electric Association agrees to defend, indemnify, and hold-harmless Elk River
Municipal Utilities and its employees, officials, and agents from and against all claims, actions,
damages, losses, and expenses, including reasonable attorney fees, arising out of Wright-
Hennepin Cooperative Electric Association's negligence or performance or failure to perform its
obligations under this Agreement. Wright-Hennepin Cooperative Electric Association's
indemnification obligation shall apply to its subcontractors, or anyone directly or indirectly
employed or hired by Wright-Hennepin Cooperative Electric Association, or anyone for whose
acts Wright-Hennepin Cooperative Electric Association may be liable. Wright-Hennepin
Cooperative Electric Association agrees this indemnity obligation shall survive the completion or
termination of this Agreement.
5. Dispute Resolution. The Parties shall cooperate and use their best efforts to
• ensure that the various provisions of the Agreement are fulfilled. The Parties agree to act in good
faith to undertake resolution of disputes in an equitable and timely manner and in accordance
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• with the provisions of this Agreement. If disputes cannot be resolved informally by the Parties,
the following procedures shall be used:
A. Whenever there is a failure between the Parties to resolve a dispute on
their own,the Parties shall first attempt to mediate the dispute. The Parties shall agree upon a
mediator, or if they cannot agree, shall obtain a list of court-approved mediators from the
Sherburne County District Court Administrator and select a mediator by alternatively striking
names until one remains. The Elk River Municipal Utilities shall strike the first name, followed
by Wright-Hennepin Cooperative Electric Association, and shall continue in that order until one
name remains.
B. If the dispute is not resolved within thirty(30) days after the end of
mediation proceedings, the Parties may pursue any legal remedy.
6. Entire Agreement. This Agreement supersedes any prior or contemporaneous
representations or agreements,whether written or oral, between the Parties and contains the
entire agreement.
7. Assignment. Wright-Hennepin Cooperative Electric Association may not assign
this Agreement to any other person unless written consent it obtained by the City.
• 8. Amendments. Any modification or amendment to this Agreement shall require a
written agreement signed by both parties.
9. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Minnesota. All proceedings related to this Agreement
shall be venued in Sherburne County, Minnesota.
10. Government Data. Wright-Hennepin Cooperative Electric Association agrees to
abide by the applicable provisions of the Minnesota Government Data Practices Act, Minnesota
Statutes, Chapter 13, HIPPA requirements, and all other applicable state or federal laws, rules,
regulations, or orders pertaining to privacy and confidentiality.
11. Waiver. The waiver by either party of any breach or failure to comply with any
provision of this Agreement by the other party shall not be construed as or constitute a
continuing waiver of such provision or a waiver of any other breach of or failure to comply with
any other provision of this Agreement.
12. Notices. All notices and other communications pursuant to this Agreement must
be in writing and must be given by registered or certified mail, postage prepaid, or delivered by
hand at the address set forth below:
Notice to Elk River Municipal Utilities:
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XXXXXXXXXXX
P.O. Box 430
13069 Orono Parkway,
Elk River, MN 55330-0430
Notice to Wright-Hennepin Cooperative Electric Association:
XXXXXXXXXXX
PO Box 330
6800 Electric Drive
Rockford, MN 55373-0330
13. Force Majeure.Neither Party shall be liable to the other or deemed in default
under this Agreement if and to the extent that Party's performance is prevented by reason of
force majeure. "Force majeure" includes war, an act of terrorism, fire, earthquake, flood, and
other circumstances, which are beyond the control and without the fault or negligence of the
Party affected and which by the exercise of reasonable diligence the Party affected was unable to
prevent.
14. Savings clause. If any court finds any portion of this Agreement to be contrary to
law, invalid, or unenforceable,the remainder of the Agreement will remain in full force and
effect.
15. Counterparts. This Agreement may be signed in counterparts, each of which
shall be deemed an original, and which taken together shall be deemed to be one and the same
document.
IN WITNESS WHEREOF,the Parties, have caused this Agreement to be approved on
the date above.
Elk River Municipal Utilities
By:
Its
Wright-Hennepin Cooperative Electric Association
By:
Its
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110 XXXXXXXXXXX
P.O. Box 430
13069 Orono Parkway,
Elk River, MN 55330-0430
Notice to Wright-Hennepin Cooperative Electric Association:
XXXXXXXXXXX
PO Box 330
6800 Electric Drive
Rockford, MN 55373-0330
13. Force Majeure.Neither Party shall be liable to the other or deemed in default
under this Agreement if and to the extent that Party's performance is prevented by reason of
force majeure. "Force majeure" includes war, an act of terrorism, fire, earthquake, flood, and
other circumstances, which are beyond the control and without the fault or negligence of the
Party affected and which by the exercise of reasonable diligence the Party affected was unable to
prevent.
14. Savings clause. If any court finds any portion of this Agreement to be contrary to
law, invalid, or unenforceable, the remainder of the Agreement will remain in full force and
effect.
• 15. Counterparts. This Agreement may be signed in counterparts, each of which
shall be deemed an original, and which taken together shall be deemed to be one and the same
document.
IN WITNESS WHEREOF,the Parties, have caused this Agreement to be approved on
the date above.
Elk River Municipal Utilities
By:
Its
Wright-Hennepin Cooperative Electric Association
By:
Its
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