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Mn/DOT Agreement No. 81650 Exhibit A Article 33 Quality Assurance and Quality Control Prior to approval and execution of this Contract, Contractor must have a Quality Assurance and Quality Control ( QA/QC) Program. During the term of this Contract, Contractor must adhere to Contractor's QA/QC Plan, which was prepared by Contractor and accepted by State's Authorized Agent, for this Contract. Contractor's QA/QC Plan is incorporated into this Contract by reference. With each deliverable submitted to State pursuant to this Contract, Contractor must certify in writing to State's Authorized Agent that there was compliance with the QA/QC Plan. State may cancel this Contract for Contractor's failure to follow the QA/QC Plan for this Contract. Article 34 Disputes State's Authorized Agent will be the initial interpreter of the requirements of this Contract and will judge the acceptability of the work hereunder. Claims, disputes, and other matters relating to the acceptability of the work will be referred in writing to State's Authorized Agent, with a request for a formal decision to be rendered in writing within a reasonable time. Written notice of each such claim, dispute, or other matter must be delivered by Contractor to State's Authorized Agent within 15 working days of the occurrence of the event giving rise to the claim, dispute, or other matter. Written supporting data must be submitted to State's Authorized Agent within 45 days of each such occurrence, unless State's Authorized Agent allows an additional period of time to ascertain more accurate data. The rendering of a decision by State's Authorized Agent will be a condition precedent to Contractor's exercise of such rights and remedies as it may have under this Contract or at law in respect to any claim, dispute, or other matter. Article 35 Federal Clauses If Federal Funds are involved with this Contract, the following additional conditions apply: 35.1 Federal reimbursement will be limited to the Federal share of costs which are allowable under the Federal cost principles contained in the Federal Acquisition Regulation, Contract Cost Principles and Procedures, 48 Code of Federal Regulations Section 31. 35.2 Contractor warrants and represents that State and the Federal Highway Administration will have a royalty-free, nonexclusive, and irrevocable license to reproduce, publish, or otherwise use for federal, state, or local govemment purposes, any patentable subject matter or copyrightable materials developed, or any rights of copyright to which State has purchased ownership, under this Contract. When applicable, the patent rights provisions of 48 Code of Federal Regulations Section 27 will apply to this Contract regarding rights to inventions. Such provisions are incorporated by reference and must be incorporated in all subcontracts by reference. 35.3 Federal -Aid Contracts: Contractor acknowledges that by signing this Contract, it certifies to the best of its knowledge and belief: Febniary 2001 35.31 That no Federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract or the making, extension, continuation, renewal, amendment, or modification of any Federal grant, loan, or cooperative agreement Page 71