4.3 SR 04-04-2022 - Laserfiche WebLink

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10. AUDIT. Grantee shall maintain complete and accurate records with respect to performance of the Grant Project and costs incurred pursuant to this Grant Agreement for a period of at least six (6) years after the termination of this Agreement. Pursuant to Minn. Stat. § 16C.05, Subd. 5. Grantee shall allow the City or other persons, or agencies authorized by the City access to the records of Grantee at reasonable hours, including all books, records, documents, and accounting procedures and practices of Grantee relevant to the subject matter of the Agreement, for purposes of audit. 11. SURVIVAL OF TERMS. The provisions of this Grant Agreement which, by their terms, impose obligations that are continuing in nature and which must survive in order to give effect to their meaning will survive the expiration or termination of this Agreement, including, without limitation, the following clauses: Sections 2.5 (Duty to Make Conduit Available to Other Providers), 6 (relating to remedies for noncompliance); 8 (Indemnification); 10 (Audit); 12.3 (Governing Law; Jurisdiction; Venue); and the Special Conditions identified on Exhibit B. 12. GENERAL PROVISIONS. 12.1 Entire Agreement; Amendments; Conflicts. This Grant Agreement (including the exhibits attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents, and proposals, oral or written, between the parties with respect thereto. The terms and conditions of the exhibits are integral parts of this Agreement and are fully incorporated herein by this reference. Any amendment or modification to this Agreement shall not be valid unless such amendment or modification (i) is in writing and signed by authorized representatives of both parties and (ii) references this Agreement. Notwithstanding the foregoing, the City may, in its discretion, amend this Grant Agreement if required to conform with Federal or State regulations and guidelines, and available funding amounts. 12.2 Compliance with Applicable Law. Grantee agrees to comply with applicable federal, state, and local laws or ordinances, and applicable rules, regulations, and standards established by any agency of such governmental units, which are in effect as of Grantee's performance of the Grant Project. 12.3 Governing Law; -jurisdiction; Venue. This Grant Agreement shall be governed by the laws of the State of Minnesota, without regard to its conflict of laws rules. For purposes of conflict resolution related to or arising out of this Agreement, the parties expressly agree that venue shall be exclusively in the State of Minnesota, City of Elk River. The parties hereby expressly consent to the exclusive personal authority of the federal and state courts located in the State of Minnesota, regardless of the citizenship or residency of either party at the time of the commencement of any legal proceeding.