Resolution 2012-16 Authorizing City Administrator and Mayor to Enter into Contract with MnDOT for Reimbursement of Landscape Materials to be Utilized Along Hwy 5

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Mn/DOT Contract No: 01029 5.3. NJuiver. If a. party fails to enforce any provision of this Agreement, that failure does not waive the provision Or- the party's right to subsequently enforce it. 5.4. Contract Complete This Agreement contains all prior negotiations and agreements between the State and the City. No other understanding regarding this Agreement, whether written or oral; may be used to bind either party. 6. Liability, Wormer Compensation .Claims Each party is responsible for its own employees for any claims arising under the Workers Compensation Act. Each party is responsible for its own acts, omissions and the results thereof to the extent authorized by law and Will not be responsible for the acts and omissions of others and the results thereof. Minnesota Statutes § 3.736 and other applicable law govern. liability of the State. Minnesota Statutes Chapter 466 and other applicable laIA, govern liability of the City. 7. Nondiscrimination Provisions of Minnesota Statutes § 181.59 and of any applicable law relating to civil rights and discrimination are considered part of this Agreement. S. State Audits Under Minnesota Statutes § 16C.05, subdivision 5, the City's books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by the State and the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Agreement. 9. Government Data Practices The City and State must comply with the Minnesota Government Luta Practices Act, Minnesota. Statutes Chapter 13, as it applies to all data provided by the State under this Agreement, and as it applies to all data created. collected, received, stored, used, maintained, or disseminated by the City under this Agreement. The civil remedies of Minnesota Statutes § 13.08 apply to the release of the data referred to in this clause by either the City or the State. 10. Governing Law, Jurisdiction; Venue Minnesota law governs the validity, interpretation and enforcement of this Agreement. Ventre for all legal proceedings arising out of this agreement; or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota, I L Termination; Suspension 11.1. Av Mutu al Agreement. This Agreement n ay be terminated by mutual agreement of the parties or by the State for insufficient funding as described below. 11.2. J'erminrttion for insufficient Funding The State map immediately terminate this Agreement if it does not obtain funding from the Minnesota Legislature, or other funding source; or if funding; cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written. or fax notice to the City. The State isnot obligated to pay for any services that are provided after notice and effective date of termination. However, the City will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available . 11.3. Suspension. In the event of a total or partial government shutdown, the State may suspend this Agreement and all work activities, performance and payments authorized through this Agreement. Any work _performed during a period of suspension will be considered unauthorized work and will be undertaken at the risk of non-payment, 12. Force Majeure Neither party will be responsible to the other for a failure to perforin under this Agreement (or a delay in perforniance), if such failure or delay is due to a. force mai cure event. A force majeurc event is an event beyond a. -4-