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MnDOT Contract Number: 1028151
<br />11. Assignment, Amendments, Waiver, and Contract Complete
<br />11.1. Assignment. Neither party may assign or transfer any rights or obligations under this MPC or any work
<br />order contract without the prior consent of the other and a fully executed Assignment Contract, executed
<br />and approved by the same parties who executed and approved this MPC, or their successors in office.
<br />11.2. Amendments. Any antendnrent to this master contract of any work o1'del contract must be in writing and
<br />will not be effective until it has been executed and approved by the same parties who executed and
<br />approved the original contract, or their successors in office.
<br />11.3. Waiver. If a party fails to enforce any provision of this master contract or any work order contract, that
<br />failure does not waive the provision or the party's right to subsequently enforce it.
<br />11.4. Contract Complete. This master contract and any work order contract contain all negotiations and
<br />contracts between the State and the Local Government. No other understanding regarding this master
<br />contract or any work order contract issued hereunder, whether written or oral may be used to bind either
<br />party.
<br />12. Liability.
<br />Each party will be responsible for its own acts and omissions to the extent provided by law. The Local
<br />Government's liability is governed by Minn. Stat. chapter 466 and other applicable law. The State's liability is
<br />governed by Minn. Stat. section 3.736 and other applicable law. This clause will not be construed to bar any legal
<br />remedies a party may have for the other party's failure to fulfill its obligations under this master contract or any
<br />work order contract. Neither party agrees to assume any environmental liability on behalf of the other party. A
<br />Providing Party under any work order is acting only as a "Contractor" to the Requesting Party, as the term
<br />"Contractor" is defined in Minn. Stat. § 115B.03 (subd. 10), and is entitled to the protections afforded to a
<br />"Contractor" by the Minnesota Environmental Response and Liability Act. The parties specifically intend that
<br />Minn. Stat. §471.59 subd. la will apply to any work undertaken under this MPC and any work order issued
<br />hereunder.
<br />13. State Audits
<br />Under Minn. Stat. § 16C.05, subd. 5, the party's books, records, documents, and accounting procedures and
<br />practices relevant to any work order contract are subject to examination by the parties and by the State Auditor or
<br />Legislative Auditor, as appropriate, for a minimurn of six years from the end of this MPC.
<br />14. Government Data Practices and Intellectual Property
<br />14.1. Government Data Practices. The Local Government and State must comply with the Minnesota
<br />Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by the State under
<br />this MPC and any work order contract, and as it applies to all data created, collected, received, stored,
<br />used, maintained, or disseminated by the Local Government under this MPC and any work order contract.
<br />The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by
<br />either the Local Government or the State.
<br />14.2. Intellectual Property Rights
<br />14.2.1. Intellectual Property Rights. The Requesting Party will own all rights, title, and interest in all of
<br />the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and
<br />service marks in the Works and Documents created and paid for under work order contracts.
<br />Works means all inventions, improvements, discoveries (whether or not patentable), databases,
<br />computer programs, reports, notes, studies, photographs, negatives, designs, drawings,
<br />specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by
<br />the Providing Party, its employees, agents, and subcontractors, either individually or jointly with
<br />others in the performance of this master contract or any work order contract. Works includes
<br />"Documents." Documents are the originals of any databases, computer programs, reports, notes,
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<br />CM Master Partnership Contract (CM Rev. 04/10/2017)
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