|
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, orother party relevantto 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 />
|