2021.06.22 CC Packet - Laserfiche WebLink

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M n DOT Agreement No. 1033695 6. General Terms 6.1. Assignment of Receivables. Any party to this Agreement may assign any receivables due them under this Agreement, provided, however, such assignments will not relieve the assignor of any of its rights or obligations under this Agreement. 6.2. Amendments, Waiver, Merger and Counterparts. Any amendments to this Agreement must be in writing and executed by the same parties who executed the original Agreement,or their successors in office. Failure of a party to enforce any provision of this Agreement will not constitute or be construed as,a waiver of such provision or of the right to enforce such provision. This Agreement contains all prior negotiations and agreements between the Company and the State. No other understandings, whether written or oral, regarding the subject matter of this Agreement will be deemed to exist or to bind either or both of the parties.This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same Agreement. 6.3. State Audits. Under Minn.Stat.§16C.05,subd.5,the Company's books, records,documents,and accounting procedures and practices relevant to this Agreement are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years after an appropriate State official certifies the Company's completion of the construction required under this Agreement. 6.4. Liability. Each of the parties is responsible for its own acts and omissions. State's liability is governed by Minn. Stat. §3.736. Local Agency's liability is governed by Minnesota Statutes Chapter 466. 6.5. Data Disclosure. Under Minnesota Statutes Section 270C.65, and other applicable law, the Company consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to the State, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Company to file state tax returns and pay delinquent state tax liabilities, if any. 6.6. Government Data Practices. Government Data Practices.This Agreement is subject to the provisions of the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13. 6.6.1. Only to the extent that Company's duties and obligations under this Agreement require the performance of State's governmental functions will all data created, collected, received, stored, used, maintained or disseminated by Company under this Agreement be subject to the provisions of Minn. Stat.§13.05, subdivision 11. In such case,the remedies of Minn. Stat. §13.08 will apply to the release by Company of the data governed by the Minnesota Government Data Practices Act. 6.6.2. If the Company receives a request to release the data governed by this section, Company shall immediately notify State. State shall give Company instructions concerning the release of the data to the requesting party before the data is released. 6.7. Workers Compensation. The Company certifies that it is in compliance with workers compensation insurance coverage required by Minnesota Law, or Federal Law if the Company is subject to Federal Law which preempts the Minnesota Law.The Company shall require its contractors to present proof of coverage under the Minnesota Workers Compensation Act. The Company's employees and agents will not be considered State employees. Any claims arising under workers compensation laws and any claims made by a third party as a consequence of the acts or omissions of the Company, its agents,employees or contractors are in no way the responsibility of the State. 6.8. Cancellation 6.8.1. The State may 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 Company. The State is not obligated to pay for any services that are provided after notice and effective date of termination. 6