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without the prior written consent from the STATE. <br />VII. LIABILITY <br />The GOVERNMENTAL UNIT shall indemnify, save and hold the STATE, its representatives and employees, <br />harmless from any and all claims or causes of action, including all attorneys' fees incurred by the STATE, <br />arising from the performance of this Agreement by the GOVERNMENTAL UNIT or GOVERNMENTAL UNIT's <br />employees, agents, or subcontractors. This clause shall not be construed to bar any legal remedies the <br />GOVERNMENTAL UNIT may have for the STATE's failure to fulfill its obligations pursuanttothii Agreement. <br />The GOVERNMENTAL UNIT's liability shall be governed by the provisions of the Municipal Tort Claims Act, <br />Minnesota Statutes, Section 466.01-466.15 and other applicable law. <br />VIII. STATE AUDIT <br />The books, records, documents and accounting procedures and practices of the GOVERNMENTAL UNIT <br />and its employees, agents or subcontractors relevant to this Agreement shall be made available and <br />subject to examination by the STATE, including the contracting Agency/Division, Legislative Auditor, and <br />State Auditor for a minimum period of six years from the end of this Agreement; <br />IN WITNESS WHEREOF, the parties have caused this qpreement to be executed intending to be bound thereby. <br />be authorized. A certified copy of the resolution authorizing the GOVERNMENTAL UNIT to enter into this Agreement <br />and designating person(s) to execute this Agreement must be attached hereto. <br />Page 3 of 3 <br />