2015-04-22 CC Packet - Laserfiche WebLink

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WStandard Grant Template Version 1.4,6114 j Grant Agreement Number Between the Minnesota Department of Health and City of Centerville 12.2 Intellectual Property Rights Grantee represents and warrants that materials produced or used under this grant agreement do not and will not infringe upon any intellectual property rights of another including but not limited to patents, copyrights,trade secrets,trade names,and service marks and names. Grantee shall indemnify and defend the State,at Grantee's expense, from any action or claim brought against the State to the extent that it is based on a claim that all or parts of the materials infringe upon the intellectual property rights of another. Grantee shall be responsible for payment of any and all such claims, demands,obligations,liabilities,costs, and damages including,but not limited to,reasonable attorney fees arising out of this grant agreement,amendments and supplements thereto,which are attributable to such claims or actions.If such a claim or action arises or in Grantee's or the State's opinion is likely to arise, Grantee shall at the State's discretion either procure for the State the right or license to continue using the materials at issue or replace or modify the allegedly infringing materials. This remedy shall be in addition to and shall not be exclusive of other remedies provided by law. 13. Workers'Compensation: The Grantee certifies that it is in compliance with Minnesota Statutes section 176.181, subdivision 2,which pertains to workers'compensation insurance coverage. The Grantee's employees and agents, and any contractor hired by the Grantee to perform the work required by this Grant Agreement and ; its employees,will not be considered State 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 on the part of these employees, are in no way the State's obligation or responsibility. 14. Publicity and Endorsement 14.1 Publicity Any publicity given to the program,publications,or services provided resulting from this grant agreement, including,but not limited to, notices,informational pamphlets,press releases, research,reports, signs,and similar public notices prepared by or for the Grantee or its employees + individually or jointly with others,or any subgrantees shall identify the State as the sponsoring agency ' and shall not be released without prior written approval by the State's Authorized Representative, unless such release is a specific part of an approved work plan included in this grant agreement. 14.2 Endorsement The Grantee must not claim that the State endorses its products or services. 15. Termination i 1 S.1 Termination by the State or Grantee The State or Grantee may cancel this grant agreement at any time, with or without cause, upon thirty(30) days written notice to the other party. { 15.2 Termination for Cause If the Grantee fails to comply with the provisions of this grant agreement,the State may terminate this grant agreement without prejudice to the right of the State to recover any money previously paid. The termination shall be effective five business days after the State mails, by certified mail, return receipt requested,written notice of termination to the Grantee at J its last known address. 15.3 Termination for Insufficient Funding 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 work scope covered in this agreement. Termination must be by written or facsimile notice to the Grantee. The State is not obligated to pay for any work performed after notice and effective date of the termination. However,the Grantee will be Page 6of7 40