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MnDOT Contract No. 1052149
<br />Local Government. No other understanding regarding this Agreement, whether written or oral, may be used
<br />to bind either party.
<br />8.5. Severability. If any provision of this Agreement, or the application thereof, is found to be invalid or
<br />unenforceable to any extent, the remainder of the Agreement, including all material provisions and the
<br />application of such provisions, will not be affected and will be enforceable to the greatest extent permitted
<br />by the law.
<br />8.6. Electronic Records and Signatures. The parties agree to contract by electronic means. This includes using
<br />electronic signatures and converting original documents to electronic records.
<br />8.7. Certification. By signing this Agreement, the Local Government certifies that it is not suspended or
<br />debarred from receiving federal or state awards.
<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. To the extent permitted by law, the Local Government will indemnify, defend (to the
<br />extent permitted by the Minnesota Attorney General), and hold MnDOT harmless from any claims or costs
<br />arising out of or incidental to the Project(s), including reasonable attorney fees incurred by MnDOT. The
<br />Local Government's indemnification obligation extends to any actions related to the certification of DBE
<br />participation, even if such actions are recommended by MnDOT.
<br />10. Audits
<br />10.1. Under Minn. Stat. § 16C.05, Subd.S, the books, records, documents, and accounting procedures and
<br />practices of the Local Government, or any other party relevant to this Agreement or transaction, are subject
<br />to examination by MnDOT and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of
<br />six years from the end of this Agreement, receipt and approval of all final reports, or the required period of
<br />time to satisfy all state and program retention requirements, whichever is later. The Local Government will
<br />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-.476 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
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