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33 SECTION 2: MASTER AGREEMENT TERMS AND CONDITIONS | 2014_0122 <br /> <br />employ and advance in employment qualified disabled employees and applicants for employment, and the <br />rights of applicants and employees. <br /> <br />(e) The Contract Vendor must notify each labor union or representative of workers with which it has a collective <br />bargaining agreement or other contract understanding, that the Contract Vendor is bound by the terms of <br />Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to <br />employ and advance in employment physically and mentally disabled persons. <br /> <br />e. Consequences. The consequences of a Contract Vendor’s failure to implement its affirmative action plan or make <br />a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance <br />by the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of <br />the Contract by the commissioner or the State. <br /> <br />f. Certification. The Contract Vendor hereby certifies that it is in compliance with the requirements of Minn. Stat. <br />§ 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It <br />is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into <br />any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. <br />§ 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency. <br /> <br />17. INDEMNIFICATION The Contract Vendor shall indemnify, protect, save and hold harmless the Lead State and the <br />Participating Entity, its representatives and employees, from any and all claims or causes of action, including all legal <br />fees incurred by the Lead State and the Participating Entity arising from the performance of the Master Agreement by <br />the Contract Vendor or its agents, employees, or subcontractors. This clause shall not be construed to bar any legal <br />remedies the Contract Vendor may have with the Lead State’s and Participating Entity’s failure to fulfill its obligations <br />pursuant to the Master Agreement. <br /> <br />If the Participating Entity’s laws require approval of a third party to defend Participating Entity, Participating Entity wil l <br />seek such approval and if approval is not received, Contract Vendor is not required to defend that Participating Entity. <br /> <br />INTELLECTUAL PROPERTY INDEMNIFICATION. The Contract Vendor warrants that any materials or products <br />provided or produced by the Contract Vendor or utilized by the Contract Vendor in the performance of this Master <br />Agreement will not infringe upon or violate any patent, copyright, trade secret, or any other proprietary right of any <br />third party. In the event of any such claim by any third party against the Participating Entity, the Participating Entity <br />shall promptly notify the Contract Vendor. The Contract Vendor, at its own expense, shall indemnify; defend to the <br />extent permitted by the Participating Entity’s laws, and hold harmless the Participating Entity against any loss, cost, <br />expense, or liability (including legal fees) arising out of such a claim, whether or not such claim is successful against <br />the Participating Entity. <br /> <br /> If such a claim has occurred, or in the Contract Vendor’s opinion is likely to occur, the Contract Vendor shall either <br />procure for the Participating Entity the right to continue using the materials or products or replacement or modified <br />materials or products. If an option satisfactory to the Participating Entity is not reasonably available, the Participating <br />Entity shall return the materials or products to the Contract Vendor, upon written request of the Contract Vendor and <br />at the Contract Vendor’s expense. This remedy is in addition to any other remedy provided by law <br /> <br />18. JURISDICTION AND VENUE. This RFP and any ensuing Master Agreement, its amendments and supplements <br />thereto, shall be governed by the laws of the State of Minnesota, USA. Venue for all legal proceedings arising out of <br />the Master Agreement, or breach thereof, shall be in the State or federal court with competent jurisdiction in Ramsey <br />County, Minnesota. By submitting a response to this Request for Proposal, a Responder voluntarily agrees to be <br />subject to the jurisdiction of Minnesota for all proceedings arising out of this RFP, any ensuing Master Agreement, or <br />any breach thereof. <br /> <br />19. LAWS AND REGULATIONS. Any and all services, articles or equipment offered and furnished must comply fully <br />with all local, State and federal laws and regulations, including Minn. Stat. § 181.59 prohibiting discrimination and <br />business registration requirements of the Office of the Minnesota Secretary of State. <br /> <br />20. NONVISUAL ACCESS STANDARDS. Pursuant to Minn. Stat. § 16C.145, the Contract Vendor shall comply with the <br />following nonvisual technology access standards :