4.6 SR 01-02-2024 - Laserfiche WebLink

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partial termination, the portion to be terminated. If, in the case of a partial termination, the City determines that the remaining portion of the Grant award will not accomplish the purpose for which the award was made; the City may terminate the award in its entirety. In the event this Grant Agreement is terminated by Grantee for convenience prior to completion of the Grant Project, Grantee shall promptly return to the City any and all Grant Funds received by Grantee. 7. RELATIONSHIP BETWEEN THE PARTIES. 7.1 Independent Contractor. Nothing in this Agreement shall be construed as creating the relationship of co-partners, joint ventures, or an association, nor shall Grantee, its employees, representatives or contractors be considered employees, agents or representatives of the City. Any and all personnel of Grantee or other persons engaged in the performance of the Grant Project will have not relationship with the City and will not be considered employees of the City. Such personnel or other persons shall not be entitled to any compensation, rights or benefits of any kind from the City, including, without limitation, Worker's Compensation, medical care, disability, severance pay and retirement benefits. 7.2 No Agency. The City will not assume or accept any agreement, representation, commitment or warranty made by Grantee, nor shall the City be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of Grantee's conduct or caused by Grantee's negligence, willful act, or failure to act. 8. INDEMNIFICATION. The Grantee must indemnify, save, and hold the City, its officers, agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the City, arising from the performance of this Grant Agreement by the Grantee or the Grantee's agents, contractors or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the City's failure to fulfill its obligations under this Grant Agreement. 9. GOVERNMENT DATA PRACTICES. The Grantee and the City must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data created, collected, received, maintained, or disseminated under this Grant Agreement. If Grantee receives a request to release data referred to in this section, Grantee must immediately notify the City. The City will give Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee's response to the request shall comply with applicable law. 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. 229334d2