Agenda - Council - 09/26/2017 - Laserfiche WebLink

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10. GENERAL CONDITIONS. A. General Compliance. The Borrower agrees to comply with all applicable federal, state and local laws and regulations governing the Project and funds provided under this Loan Agreement. B. Independent Contractor. Nothing contained in this Loan Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. The Borrower shall at all times remain an independent contractor with respect to the services to be performed under this Loan Agreement. The City shall be exempt from payment of all unemployment compensation, FICA, retirement, life and/or medical insurance and workers' compensation insurance as the Borrower is an independent contractor. C. Indemnification and Hold Harmless. The Borrower shall hold harmless, defend and indemnify the City and Council from any and all liability, claims, actions, suits, charges, damages, losses, costs, expenses, and judgments whatsoever, including reasonable attorney's fees, that arise directly or indirectly out of the Borrower's, its contractors or subcontractors performance or nonperformance of the services or subject matter called for in this Loan Agreement, except to the extent that such liability, claims, actions, suits, charges, damages, losses, costs, expenses, and judgments arise from the gross negligence or willful misconduct of the City and Council or agents thereof. This clause shall not be construed to bar any legal remedies Borrower may have for the City's or Council's failure to fulfill its obligations pursuant to this Loan Agreement. Claims included in this indemnification include, without limitation, any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 115B, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) as amended, United States Code, title 42, Sections 9601 et. seq., and the Federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code, title 42, Sections 6901 et. seq. This indemnification shall not be construed as a waiver on the part of either the City or the Council of any immunities or limits on liability provided by Minnesota Statutes, Chapter 466 or other applicable State or Federal law. D. Workers' Compensation. The Borrower shall provide workers' compensation insurance coverage for any of its employees involved in the performance of this Loan Agreement. E. Insurance. The Borrower shall maintain the insurance coverages set out in the Mortgage. 11. ADMINISTRATIVE REOUIREMENTS. A. Accountine Standards. The Borrower agrees to maintain the necessary source documentation and enforce sufficient internal controls as dictated by generally accepted accounting practices to properly account for expenses incurred under this Loan Agreement. B. Records. 1. Retention. The Borrower shall retain all records pertinent to expenditures incurred under this Loan Agreement until conclusion of the latest of (a) six (6) years after the Borrower has completed the Project; or (b) six (6) years after the Borrower has expended all proceeds of the Loan; or (c) six (6) years after the resolution of all audit findings. Records for nonexpendable property acquired with funds under this Loan Agreement shall be retained for six (6) years after final disposition of such property. 5 US.113578590.01