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MnDOT Contract Number: 1028422
<br /> 11. Assignment,Amendments,Waiver,and Contract Complete
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<br /> 11.1. Assignmen�Neither party may assign or transfer any rights or obligations under this MPC or any work
<br /> order contract without the prior consent of the other and a fully executed Assignment Contract, executed
<br /> and approved by the same parties who executed and approved this MPC,or their successors in office.
<br /> 11.2. Ame�dments Any amendment to this master contract or any work order contract must be in writing and
<br /> will not be effective until it has been executed and approved by the same parties who executed and
<br /> approved the original contract,or their successors in office.
<br /> 113. Waiver. If a party fails to enforce any provision of this master contract or any work order contract,that
<br /> failure does not waive the provision or the party's right to subsequently enforce it.
<br /> 11.4. Contract Complet� This master contract and any work order contract contain all negotiations and
<br /> contracts between the State and the Local Government.No other understanding regarding this master
<br /> contract or any work order contract issued hereunder,whether written or oral may be used to bind either
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<br /> 12. Liability.
<br /> Each party will be responsible for its own acts and omissions to the eartent provided by law.T'he Local
<br /> Government's liability is governed by Minn. Stat.chapter 466 and other applicable law.T'he State's liability is
<br /> governed by Minn. Stat. section 3.736 and other applicable law.This clause will not be construed to baz any legal
<br /> remedies a party may have for the other party's failure to fulfill its obligations under this master contract or any �
<br /> work order contract.Neither party agrees to assume any environmenta.l liability on behalf of the other party.A
<br /> Providing Party under any work order is acting only as a"Contra.ctor"to the Requesting Party,as the term
<br /> "Contractor"is defined in Minn. Sta.t. §115B.03 (subd. 10), and is entitled to the protections afforded to a �
<br /> "Contractor"by the Minnesota.Environmental Response and Liability Act.The parties specifically intend that
<br /> � Minn. Stax. §471.59 subd. la will apply to any work undertaken under this MPC and any work order issued I
<br /> hereunder.
<br /> 13. State Audits
<br /> Under Minn. Sta.t. § 16C.05, subd. 5,the party's books,records,documents,and accounting procedures and
<br /> practices relevant to any work order contract are subject to examination by the parties and by the State Auditor or
<br /> Legislative Auditor,as appropriate, for a minimum of six years from the end of this MPC. �
<br /> 14. Government Data Practices and Intetlectual Property I
<br /> 14.1. Governnzent Data Practices The Local Government and State must comply with the Minnesota. I
<br /> Government Data Practices Act, Minn. Stat. Ch. 13,as it applies to all data.provided by the State under I
<br /> this MPC and any work order contract,and as it applies to all da.ta created,collected,received, stored, �
<br /> used,mainta.ined, or disseminated by the Local Government under this MPC and any work order contract. �
<br /> The civil remedies of Minn. Stat. § 13.08 apply to the release of the data referred to in this clause by
<br /> either the Local Government or the Sta.te.
<br /> 14.2. Intellectual Property Rights
<br /> 14.2.1. Intellectual Property Rights. 'The Requesting Pariy will own all rights,title,and interest in all of I
<br /> the intellectual property rights,including copyrights, patents,trade secrets,trademarks, and
<br /> service marks in the Works and Documents created and paid for under work order contracts.
<br /> Works means all inventions, improvements, discoveries(whether or not patenta.ble),databases,
<br /> computer programs, reports,notes, studies,photographs,negatives, designs, drawings,
<br /> specifications,materials,tapes,and disks conceived, reduced to practice,created or originated by
<br /> the Providing Party, its employees,agents,and subcontractors,either individually or jointly with
<br /> others in the performance of this master contract or any work order contract.Works includes
<br /> �-- "Documents."Documents are the originals of any databases,computer programs,reports,notes,
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<br /> CM Master Partr►ership Contract(CM Rev.04/10/2017)
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