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<br />property, or others (including loss of use) from any cause whatsoever, arising out of, incidental to, or in
<br />connection with the Grant Program whether or not due to any act of omission or commission, including
<br />negligence of the Grantee or any contractor or their employees, servants or agents, and whether or not due
<br />to any act of omission or commission (excluding, however, negligence or breach of statutory duty) of the
<br />Met Council, its employees, servants or agents.
<br />Grantee further agrees to indemnify, save and hold the Met Council, its agents and employees, harmless
<br />from all claims arising out of, resulting from, or in any manner attributable to any violation by the Grantee,
<br />its officers, employees, or agents, or any provision of the Minnesota Government Data Practices Act,
<br />including legal fees and disbursements paid or incurred to enforce the provisions contained in Section 11.
<br />The Grantee's liability hereunder shall not be limited to the extent of insurance carried by or provided by
<br />the Grantee, or subject to any exclusions from coverage in any insurance policy. For the avoidance of
<br />doubt, this provision does not impact the Grantee’s liability limits established in Minnesota Statutes
<br />Chapter 466.
<br />The Grantee shall maintain or require to be maintained adequate insurance coverage for the Grant Program
<br />in such amounts with such limits as it determines in good faith to be reasonable or in such amounts and
<br />with such limits as may be reasonably required for participating cities by the Met Council from time to
<br />time.
<br />9.3 Relationship of the Parties. Nothing contained in this Grant Agreement is intended or should be
<br />construed in any manner as creating or establishing the relationship of co-partners or a joint venture
<br />between the Grantee and the Met Council, nor shall the Grantee be considered or deemed to be an agent,
<br />representative, or employee of the Met Council in the performance of this Grant Agreement, or the Grant
<br />Program.
<br />The Grantee represents that it has already or will secure or cause to be secured all personnel, including
<br />any third-party contractor required for the performance of this Grant Agreement and the Grant Program.
<br />All personnel of the Grantee or other persons while engaging in the performance of this Grant Agreement
<br />the Grant Program shall not have any contractual relationship with the Met Council related to the work of
<br />the Grant Program and shall not be considered employees of the Met Council. In addition, all claims that
<br />may arise on behalf of said personnel or other persons out of employment or alleged employment
<br />including, but not limited to, claims under the Workers’ Compensation Act of the State of Minnesota,
<br />claims of discrimination against the Grantee, its officers, agents, contractors, or employees shall in no way
<br />be the responsibility of the Met Council. Such personnel or other persons shall not require nor be entitled
<br />to any compensation, rights or benefits of any kind whatsoever from the Met Council, including but not
<br />limited to, tenure rights, medical and hospital care, sick and vacation leave, disability benefits, severance
<br />pay and retirement benefits.
<br />10. Audits.
<br />Under Minn. Stat. § 16C.05, subd. 5, the Grantee’s books, records, documents, and accounting procedures
<br />and practices relevant to this grant contract are subject to examination by the Met Council and/or the State
<br />Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the termination date of
<br />this Grant Agreement.
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