2022.12.19 CC Packet - Laserfiche WebLink

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MnDOT Contract No. 1052060 7 8.5. Severability. If any provision of this Agreement, or the application thereof, is found to be invalid or unenforceable to any extent, the remainder of the Agreement, including all material provisions and the application of such provisions, will not be affected and will be enforceable to the greatest extent permitted by the law. 8.6. Electronic Records and Signatures. The parties agree to contract by electronic means. This includes using electronic signatures and converting original documents to electronic records. 8.7. Certification. By signing this Agreement, the Local Government certifies that it is not suspended or debarred from receiving federal or state awards. 9. Liability and Claims 9.1. Tort Liability. Each party is responsible for its own acts and omissions and the results thereof to the extent authorized by law and will not be responsible for the acts and omissions of any others and the results thereof. The Minnesota Tort Claims Act, Minnesota Statutes Section 3.736, governs MnDOT liability. 9.2. Claims. The Local Government acknowledges that MnDOT is acting only as the Local Government’s agent for acceptance and disbursement of federal funds, and not as a principal or co‐principal with respect to the Project. The Local Government will pay any and all lawful claims arising out of or incidental to the Project including, without limitation, claims related to contractor selection (including the solicitation, evaluation, and acceptance or rejection of bids or proposals), acts or omissions in performing the Project work, and any ultra vires acts. To the extent permitted by law, the Local Government will indemnify, defend (to the extent permitted by the Minnesota Attorney General), and hold MnDOT harmless from any claims or costs arising out of or incidental to the Project(s), including reasonable attorney fees incurred by MnDOT. The Local Government’s indemnification obligation extends to any actions related to the certification of DBE participation, even if such actions are recommended by MnDOT. 10. Audits 10.1. Under Minn. Stat. § 16C.05, Subd.5, the books, records, documents, and accounting procedures and practices of the Local Government, or any other party relevant to this Agreement or transaction, are subject to examination by MnDOT and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later. The Local Government will take timely and appropriate action on all deficiencies identified by an audit. 10.2. All requests for reimbursement are subject to audit, at MnDOT’s discretion. The cost principles outlined in 2 CFR 200.400‐.476 will be used to determine whether costs are eligible for reimbursement under this Agreement. 10.3. If Local Government expends $750,000 or more in Federal Funds during the Local Government’s fiscal year, the Local Government must have a single audit or program specific audit conducted in accordance with 2 CFR Part 200. 11. Government Data Practices. The Local Government and MnDOT must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by MnDOT under this Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Local Government under this Agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to in this clause by either the Local Government or MnDOT. 12. Workers Compensation. The Local Government certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’ compensation insurance coverage. The Local Government’s employees and agents will not be considered MnDOT employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission