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Mn/DOT Agreement No. 81361
<br />5 Assignment, Amendments, Waiver, and Contract Complete
<br />5.1 Assignment. The City may neither assign nor transfer any rights or obligations under this
<br />agreement without the prior consent of the State and a fully executed Assignment Agreement,
<br />executed and approved by the same parties who executed and approved this agreement, or their
<br />successors in office.
<br />5.2 Amendments. Any amendment to this agreement must be in writing and will not be effective
<br />until it has been executed and approved by the same parties who executed and approved the
<br />original agreement, or their successors in office.
<br />5.3 Waiver. If the State fails to enforce any provision of this agreement, that failure does not waive
<br />the provision or its right to enforce it.
<br />5.4 Contract Complete. This agreement contains all negotiations and agreements between the State
<br />and the City. No other understanding regarding this agreement, whether written or oral, may be
<br />used to bind either party.
<br />6 Liability
<br />The City will indemnify, sa�e, and hold the State, its agents, and employees harmless from any
<br />claims or causes of action, including attorney's fees incurred by the State, arising from the
<br />performance of this agreement by the City or the City's agents or employees. This clause will not be
<br />construed to bar any legal remedies the City may ha�e for the State's failure to fulfill its obligations
<br />under this agreement.
<br />7 State Audits
<br />Under Minn. Stat. § 16C.05, subd. 5, the City's books, records, documents, and accounting
<br />procedures and practices relevant to this agreement are subject to examination by the State and/or the
<br />State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this
<br />agreement.
<br />8 Government Data Practices
<br />The City and the State must comply with the Minnesota Govemment Data Practices Act, Minn. Stat.
<br />Ch. 13, as it applies to all data provided by the State under this agreement, and as it applies to all data
<br />created, collected, received, stored, used, maintained, or disseminated by the Governmental Unit
<br />under this agreement. The civil remedies of Nlinn. Stat. § 13.08 apply to the release of the data
<br />referred to in this clause by either the City or the State.
<br />If the City receives a request to release the data referred to in this Clause, the City must immediately
<br />notify the State. The State will give the City instructions concerning the release of the data to the
<br />requesting party before the data is released.
<br />9. Intellectual Property Rights
<br />9.1 Intellectual Property Rights. The State owns all rights, title, and interest in a11 of the intellectual
<br />property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the
<br />Works and Documents created and paid for under this agreement. Works means all inventions,
<br />improvements, discoveries (whether or not patentable), databases, computer programs, reports,
<br />notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and
<br />disks conceived, reduced to practice, created or originated by the City, its employees, agents, and
<br />subcontractors, either individually or jointly with others in the performance of this agreement.
<br />Rev 1 1/00 Joint Powers Agreement for ProfessionaUfechnical Services 4
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