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MnDOT Contract No. 1056895
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<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 />9. Audits
<br />9.1. Under Minn. Stat. § 16C.05, Subd.5, 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 />9.2. 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 />9.3. 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 />10. 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 />11. 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 />12. 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 />13. Termination; Suspension
<br />13.1. Termination by MnDOT or Commissioner of Administration. MnDOT or Commissioner of Administration
<br />may unilaterally terminate this Agreement with or without cause, upon 30 days written notice to the Local
<br />Government. Upon termination, the Local Government will be entitled to payment, determined on a pro
<br />rata basis, for services satisfactorily performed.
<br />13.2. Termination for Cause. MnDOT may immediately terminate this Agreement if MnDOT finds that there has
<br />been a failure to comply with the provisions of this Agreement, that reasonable progress has not been
<br />made, that fraudulent or wasteful activity has occurred, that the Local Government has been convicted of a
<br />criminal offense relating to a state agreement, or that the purposes for which the funds were granted have
<br />not been or will not be fulfilled. MnDOT may take action to protect the interests of MnDOT of Minnesota,
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