|
MnDOT Contract No. 1029944
<br /> 8.5. Severability. If any provision of this Agreement or the application thereof is found invalid or unenforceable
<br /> to any extent, the remainder of the Agreement, including all material provisions and the application of such
<br /> provisions,will not be affected and will be enforceable to the greatest extent permitted by the law.
<br /> 9. Liability and Claims
<br /> 9.1. Tort Liability. Each party is responsible for its own acts and omissions and the results thereof to the extent
<br /> authorized by law and will not be responsible for the acts and omissions of any others and the results
<br /> thereof. The Minnesota Tort Claims Act, Minnesota Statutes Section 3.736, governs MnDOT liability.
<br /> 9.2. Claims. The Local Government acknowledges that MnDOT is acting only as the Local Government's agent
<br /> for acceptance and disbursement of federal funds, and not as a principal or co-principal with respect to the
<br /> Project. The Local Government will pay any and all lawful claims arising out of or incidental to the Project
<br /> including, without limitation, claims related to contractor selection (including the solicitation, evaluation,
<br /> and acceptance or rejection of bids or proposals), acts or omissions in performing the Project work, and any
<br /> ultra vires acts. The Local Government will indemnify, defend (to the extent permitted by the Minnesota
<br /> Attorney General), and hold MnDOT harmless from any claims or costs arising out of or incidental to the
<br /> Project(s), including reasonable attorney fees incurred by MnDOT. The Local Government's indemnification
<br /> obligation extends to any actions related to the certification of DBE participation, even if such actions are
<br /> recommended by MnDOT.
<br /> 10. Audits
<br /> 10.1. Under Minn. Stat. § 16C.05, Subd.S, the Local Government's books, records, documents, and accounting
<br /> procedures and practices of the Local Government, or other party relevant to this agreement or transaction,
<br /> are subject to examination by MnDOT and/or the State Auditor or Legislative Auditor, as appropriate,for a
<br /> minimum of six years from the end of this agreement, receipt and approval of all final reports, or the
<br /> required period of time to satisfy all state and program retention requirements, whichever is later. The
<br /> Local Government will take timely and appropriate action on all deficiencies identified by an audit.
<br /> 10.2. All requests for reimbursement are subject to audit, at MnDOT's discretion. The cost principles outlined in 2
<br /> CFR 200.400-.475 will be used to determine whether costs are eligible for reimbursement under this
<br /> agreement.
<br /> 10.3. If Local Government expends$750,000 or more in Federal Funds during the Local Government's fiscal year,
<br /> the Local Government must have a single audit or program specific audit conducted in accordance with 2
<br /> CFR Part 200.
<br /> 11. Government Data Practices.The Local Government and MnDOT must comply with the Minnesota Government
<br /> Data Practices Act, Minn. Stat, Ch. 13, as it applies to all data provided by MnDOT under this agreement, and as it
<br /> applies to all data created, collected, received, stored, used, maintained, or disseminated by the Local
<br /> Government under this agreement.The civil remedies of Minn. Stat. §13.08 apply to the release of the data
<br /> referred to in this clause by either the Local Government or MnDOT.
<br /> 12. Workers Compensation.The Local Government certifies that it is in compliance with Minn. Stat. §176.181,Subd.
<br /> 2, pertaining to workers' compensation insurance coverage. The Local Government's employees and agents will
<br /> not be considered MnDOT employees. Any claims that may arise under the Minnesota Workers'Compensation
<br /> Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission
<br /> on the part of these employees are in no way MnDOT's obligation or responsibility.
<br /> 13. Governing Law,Jurisdiction, and Venue. Minnesota law, without regard to its choice-of-law provisions, governs
<br /> this agreement. Venue for all legal proceedings out of this agreement, or its breach, must be in the appropriate
<br /> state or federal court with competent jurisdiction in Ramsey County, Minnesota.
<br /> 14. Termination; Suspension
<br /> 7
<br />
|