4.6 SR 01-02-2024 - Laserfiche WebLink

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I L 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 Waiver. No delay in the exercise of any power, right, or remedy under this Grant Agreement operates as a waiver thereof, nor shall any single or partial exercise of any other power, right, or remedy. 12.3 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. 12.4 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 the purpose of resolving conflicts 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 jurisdiction 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. 12.5 Debarment. Grantee certifies that it is not prohibited from doing business with either the federal government or the State of Minnesota as a result of any debarment or suspension proceedings, including without limitation under 2 CFR 200 Appendix II(H). Grantee's certification is a material representation upon which the City's approval of this Agreement is based. Grantee shall provide immediate written notice to the City's authorized representative if at any time Grantee learns that this certification is erroneous or becomes erroneous due to changed circumstances. 12.6 Equal Employment Opportunity. In connection with the execution of this Agreement, Grantee agrees that it will comply with Federal law and Minn. Stat. § 363A.08, to not discriminate against any employee or applicant for employment because of race, color, 229334d2