05-28-2019 Council Packet - Laserfiche WebLink

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6. OWNERSHIP. Each party shall own the portion of the Project located within its corporate boundaries. 7. PAYMENT. Plymouth will act as the construction agent and all quantities will be tabulated by Plymouth. Plymouth, in turn, will bill Orono for their portion of the Project costs in three annual installments beginning on December 31, 2019. Upon presentation of an itemized claim by one agency to the other, the receiving agency shall reimburse the invoicing agency for its share of the costs incurred under this agreement within 30 days from the presentation of the claim. If any portion of an itemized claim is questioned by the receiving agency, the remainder of the claim shall be promptly paid, and accompanied by a written explanation of the amounts in question. Payment of any amounts in dispute will be made following good faith negotiation and documentation of actual costs incurred in carrying out the work. 8. RULES AND REGULATIONS. Plymouth shall abide by Minnesota Department of Transportation standard specifications, rules and contract administration procedures. 9. INDEMNIFICATION. Plymouth agrees to defend, indemnify, and hold harmless Orono against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement and caused by or resulting from negligent acts or omissions of Plymouth and/or those of Plymouth employees or agents. Orono agrees to defend, indemnify, and hold harmless Plymouth against any and all claims, liability, loss, damage, or expense arising under the provisions of this Agreement for which Orono is responsible, including future operation and maintenance of facilities owned by Orono and caused by or resulting from negligent acts or omissions of Orono and/or those of Orono employees or agents. Under no circumstances, however, shall a party be required to pay on behalf of itself and the other party any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one party. The limits of liability for both parties may not be added together to determine the maximum amount of liability for either party. The intent of this paragraph is to impose on each party a limited duty to defend and indemnify each other subject to the limits of liability under Minnesota Statutes Chapter 466. The purpose of creating this duty to defend and indemnify is to simplify the defense of claims by eliminating conflicts among the parties and to permit liability claims against both parties from a single occurrence to be defended by a single attorney. 10. WAIVER. Any and all persons engaged in the work to be performed by Plymouth shall not be considered employees of Orono for any purpose, including Worker's Compensation, or any and all claims that may or might arise out of said employment context on behalf of said employees while so engaged. Any and all claims made by any third party as a consequence of any act or omission on the part of said Plymouth employees while so engaged on any of the work contemplated herein shall not be the obligation or responsibility of Orono. The opposite situation shall also apply: Plymouth shall not be responsible under the Worker's Compensation Act for any employees of Orono. 11. AUDITS. Pursuant to Minnesota Statutes § 16C.05, Subd. 5, any books, records, documents, and accounting procedures and practices of Plymouth and Orono relevant to the Agreement are subject to examination by Plymouth, Orono, and either the Legislative Auditor or the State Auditor as appropriate. Plymouth and Orono agree to maintain these records for a period of six years from the date of performance of all services covered under this agreement. PA