2c. Sheriff-MN Dept of Corrections JPA

SWIFT Contract No. 6 Indemnification In the performance of this contract by the Governmental Unit, or Governmental Unit's agents or employees, the Governmental Unit must indemnify, save, and hold harmless the State, its agents, and employees, from any claims or causes of action, including attorney's fees incurred by the state, to the extent caused by Governmental Unit's: 1) Intentional, willful, or negligent acts or omissions; or 2) Actions that give rise to strict liability; or 3) Breach of contract or warranty. The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the State's sole negligence. This clause will not be construed to bar any legal remedies the Governmental Unit may have for the State's failure to fulfill its obligation under this contract. 7 State Audits Under Minnesota Statute § 16C.05, subdivision 5,the Governmental Unit's books,records, documents, and accounting procedures and practices relevant to this agreement are subject to examination by the State and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this agreement. 8 Government Data Practices The Governmental Unit and State must comply with the Minnesota Government Data Practices Act, Minnesota Statute Ch. 13,as it applies to all data provided by the State under this agreement, and as it applies to all data created, collected, received,stored, used,maintained,or disseminated by the Governmental Unit under this agreement. The civil remedies of Minnesota Statute § 13.08 apply to the release of the data referred to in this clause by either the Governmental Unit or the State. If the Governmental Unit receives a request to release the data referred to in this Clause, the Governmental Unit must immediately notify the State. The State will give the Governmental Unit instructions concerning the release of the data to the requesting party before the data is released. 9 Venue Venue for all legal proceedings out of this agreement,or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 10 Termination 10.1 Termination. The State or the Governmental Unit may terminate this agreement at any time, with or without cause,upon 30 days' written notice to the other party. 10.2 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 services covered here. Termination must be by written or fax notice to the Governmental Unit. The State is not obligated to pay for any services that are provided after notice and effective date of termination. However,the Governmental Unit will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. The State will not be assessed any penalty if the agreement is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. The State must provide the Governmental Unit notice of the lack of funding within a reasonable time of the State's receiving that notice. Joint Powers Agreement(Rev.07/11) 2