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XI. LIABILITY GRANTEE shall indemnify, save, and hold the GRANTOR, its representatives and employees hamnless from any and all claims or causes of action,
<br />including all attorney's fees incurred by the GRANTOR. arising from the perfomlance of this grant by GRANTEE or GRANTEES agents or employees. This clause
<br />shall not be construed to bar any legal remedies GRANTEE may have for the GRANTOR'S failure to fulfill its obligations pursuant to this grant.
<br />(a) For Grantees which are units of government subject to Minnesota Statures Chapter 466.
<br />Each party agrees that it shall be responsible for its own acts and omissions and the results thereof to the extent authorized by law and shall not be
<br />responsible for the acts and omissions of the other party and the results thereof. Grantors liability shall be governed by the provisions of the Minnesota
<br />Ton Claims Act, Minnesota Statutes Section 3.736 (1996), and other applicable law, Grantee's liability shall be governed by the provisions of the
<br />Municipal Tort Claims Act, Minnesota Statutes Chapter 466 (1996) and other applicable law. This clause shall not be construed to bar any legal remedies
<br />either party may have for any other party's failure to fulfill its obligations pursuant to this Grant.
<br />XII. ACCOUNTING AND AUDITS The books, records, documents, and accounting procedures and practices of the GRANTEE relevant to this grant shall be subject
<br />to examination by the contracting department and the Legislative Auditor.
<br />The Grantee shall maintain books. records, documents, and other evidence pertaining to the costs and expenses of implementing this agreement to the extent and
<br />in such detail that will accurately reflect the total cost of the Project Proposal and all net costs, direct and indirect, of labor, materials, equipment, supplies, services,
<br />and other costs and expenses. The Grantee shall use generally accepted accounting principles. All records shall be retained for five (5) years after the issuance of
<br />the final certificate of acceptance by the Grantor.
<br />The Grantor, its representative, or the legislative auditor shall have the right to examine books, records, documents, and other evidence and accounting procedures
<br />and practices, sufficient to reflect properly all direct and indirect costs. The Grantee shall make available at all reasonable times and before and during the period
<br />of records retention proper facilities for such examination and audit.
<br />The Grantee certifies it will comply with the Single Audit Act, OMB Circular A -128 and OMB Circular A -133, as applicable. All sub - recipients receiving 525,000
<br />or more of federal assistance in a fiscal year shall obtain a financial and compliance audit made in accordance with the Single Audit Act, OMB Circular A -128 or
<br />A -133, as applicable. Failure to comply with these requirements could result in forfeiture of federal funds.
<br />XIII. DATA PRACTICES ACT The GRANTEE shall comply with the Minnesota Data Practices Act as it applies to all data provided by the GRANTOR in accordance
<br />with this grant and as it applies to all data created, gathered, generated or acquired in accordance with this grant.
<br />XIV. OWNERSHIP OF MATERIALS AND INTELLECTUAL PROPERTY RIGHTS
<br />A. The GRANTOR shall own all rights, title and interest in all of the materials conceived or created by the GRANTEE, or its employees or subgrantees, either
<br />individually or jointly with others and which arise out of the performance of this grant, including any inventions, reports, studies, designs, drawings, specifications,
<br />notes, documents, software and documentation, computer based training modules. electronically, magnetically or digitally recorded material, and other work in
<br />whatever form (" MATERIALS ").
<br />The GRANTEE hereby assigns to the GRANTOR all rights, title and interest to the MATERIALS. GRANTEE shall, upon request of the GRANTOR, execute
<br />all papers and perform all other acts necessary to assist the GRANTOR to obtain and register copyrights, patents or other forms of protection provided by law for
<br />the MATERIALS. The MATERIALS created under this grant by the GRANTEE, its employees or subgrantees, individually or jointly with others, shall be
<br />considered "works made for hire" as defined by the United States Copyright Act. All of the MATERIALS, whether in paper, electronic, or other form, shall be
<br />remitted to the GRANTOR by the GRANTEE, its employees and any subgrantees, shall not copy, reproduce. allow or cause to have the MATERIALS copied,
<br />reproduced or used for any purpose other than performance of the GRANTEES obligations under this grant without the prior written consent of the GRANTOR'S
<br />Authorized Representative.
<br />B. GRANTEE represents and warrants that MATERIALS produced or used under this grant do not and will not infringe upon any intellectual property rights of
<br />another, including but not limited to patents, copyrights, trade secrets, trade names, and service marks and names. GRANTEE shall indemnify and defend the
<br />GRANTOR, at GRANTEE'S expense, from any action or claim brought against the GRANTOR to the extent that it is based on a claim that all or part of the
<br />MATERIALS infringe upon the intellectual property rights of another. GRANTEE shall be responsible for payment of any and all such claims, demands,
<br />obligations, labilities, costs, and damages including, but not limited to, reasonable attorney fees arising out o this grant , amendments and supplements thereto, which
<br />are attributable to such claims or actions.
<br />If such a claim or action arises. or in GRANTEE'S or the GRANTOR'S opinion is likely to arise, GRANTEE shall at the GRANTOR'S discretion either procure
<br />for the GRANTOR the right or license to continue using the MATERIALS at issue or replace or modify the allegedly infringing MATERIALS. This remedy shall
<br />be in addition to and shall not be exclusive to other remedies provided by law.
<br />XV. PUBLICITY Any publicity given to the program, publications, or services provided resulting from this grant, including, but not limited to, notices, informational
<br />pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the GRANTEE or its employees individually or jointly with others,
<br />or any subgrantees shall identify the GRANTOR as the sponsoring agency.
<br />Any statement, press release, bid, solicitation, or other document issued describing the Project shall provide information on the amount of State funds supporting
<br />the total cost of this project and will contain the following language:
<br />Funding for this project approved by the Minnesota Legislature, 1997 Minnesota Laws, Chapter 216, Section 15, Subd. 19 (a), as recommended by the
<br />Legislative Commission on Minnesota Resources from the future resources funds for the Minnesota ReLeaf Program.
<br />When practical, any site developed or improved by this project shall display a sign, in a form approved by the Grantor, stating that the site has received funding
<br />from the Minnesota Legislature.
<br />XVI. AFFIRMATIVE ACTION (When applicable) GRANTEE certifies that it has received a certificate of compliance from the commissioner of Human Rights pursuant
<br />CD00032 -06 (0442.961
<br />(ADMIN.. 1115 Igi
<br />Mlnnesom Rdcar Community Tree Planung & Forest Health Grant Contract IpNR-Forestry Grant Numberl
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