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<br />Blue Cross Blue Shield of Minnesota <br />Contractor Terms and Conditions <br /> <br />15, AUDITS <br /> <br />. <br /> <br />The Contractor agrees that BCBSM and its representatives shall have an absolute right of access to, and right <br />to review and copy, all of the Contractor's records pertaining to this Contract and to conduct reviews and/or <br />audits related to this Contract Contractor shall, for the purpose of any such review or audit, retain and provide <br />access to an records related to the Contract including, but not necessarily limited to, those records specified in <br />Clauses (# 11, #12, #13, and #14) above, Contractor shall also provide access to and allow interview of any <br />employee who might reasonably have information related to such records. Such access to employees and <br />records shall be provided during normal business hours tlu:oughout the Contract ternl and fOT at least three <br />years after the fmal payment is disbursed pursuant to this Contract, or until completion of any action and <br />resolution of all issues which may arise as a result of any audit or review of such records, whichever is later. <br /> <br />16. DOCUMENTATION OF TIME SPENT <br /> <br />Contractor shall maintain reports or other detailed records (e.g. activity logs or timesheets) documenting time <br />spent by each employee, agent, contractor or volunteer whose work in support of the Contract is billed under <br />the Contract or used as match. Records used to meet this requirement shall identifY the individual performing <br />the \vork, the date on which the work was performed, the specific Contract-related activities or objectives to <br />which the individual's time was devoted, and the amount of time spent. Such records shall rdlect actual time <br />spent, rather than that which was planned or budgeted. <br /> <br />17, INDEMNITY AND INSURANCE <br /> <br />Each party agrees that it will be responsible for its own acts and the results thereof to the extent authorized <br />by law and shall not be responsible for the acts of the other party and the results thereof. Tbe liability of the <br />parties shall be governed by the provisions of the Minnesota Municipal Tort Claims Act, Minnesota <br />Statutes Chapter 466 and other applicable law, <br /> <br />. <br /> <br />18, AMENDMENT <br /> <br />This Agreement may be amended only by murual written agreement of the parties. <br /> <br />19, GOVERNING LAW <br /> <br />The formation: interpretation and performance of this Agreement and any disputes arising out of it shall be <br />governed hy the laws of the state of Minnesota, and, to the extent applicable, the laws of the United States <br />of America. <br /> <br />20, NOTICES <br /> <br />Every notice or other communication to be given by either party to the other with respect to this Agreement, <br />shall be in \\ITiting and shall not be effective for any purpose unless the same be delivered personally or by <br />United States certified mail, postage prepaid, addressed if to BCBSM as follows: <br /> <br />Blue Cross and Blue Shield ofMitmesota <br />3535 Blue Cross Road <br />Eagan, Minnesota 55122 <br /> <br />Attn: Purchasing Manager <br /> <br />. <br /> <br />Page 5 of 7 <br />