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V
<br />N.No oral agreement, guarantee, promise, condition, representation or warranty shall be binding; all prior
<br />conversations, agreement or representations related hereto are integrated herein, and no modification hereof shall
<br />be binding unless in writing and signed by the COUNTY.
<br />O.This Agreement shall be governed by and construed under the laws of the State of Minnesota. Hennepin
<br />County shall be the appropriate venue and jurisdiction for any litigation arising hereunder, except that venue and
<br />jurisdiction in the Federal courts shall be in the appropriate Federal Court within the State of Minnesota. If any
<br />provision of the Contract is held invalid, illegal, or unenforceable, the remaining provisions will not be affected.
<br />P.It is agreed that nothing herein contained is intended or should be construed in any manner as creating or
<br />establishing the relationship of joint ventures or co-partners between the parties hereto or as constituting the USER
<br />as the agent, representative or employee of the COUNTY for any purpose or in any manner whatsoever. The
<br />USER is to be and shall remain an independent USER under this Agreement. Any and all personnel of the USER
<br />or other persons, while engaged in the performance of any activity under this Agreement, shall have no
<br />Contractual relationship with the COUNTY and shall not be considered employees of the COUNTY and any and
<br />all claims that may or might arise under the Minnesota Economic Security Law or the Workers' Compensation Act
<br />of the State of Minnesota on behalf of said personnel or other persons while so engaged, and any and all claims
<br />whatsoever on behalf of any such person or personnel arising out of employment or alleged employment includirig,
<br />without limitation, claims of discrimination against the USER, its officers, agents, the USER or employees shall in
<br />no way be the responsibility of the COUNTY, and the USER shall defend, indemnify and hold the COUNTY, its
<br />officers, agents and employees harmless from any and all such claims regardless of any determination of any
<br />pertinent tribunal, agency, board, commission or court. Such personnel or other persons shall not require nor be
<br />entitled to any compensation, rights or benefits of any kind whatsoever from the COUNTY, including, without
<br />limitation, tenure rights, medical and hospital care, sick and vacation leave. Workers' Compensation,
<br />Reemployment Compensation, disability, severance pay and retirement benefits.
<br />Q.It is understood and agreed that the obligations of the USER under Paragraphs A.4, D, H, J, L, and P
<br />hereof and the obligations of the USER which, by their sense and context are intended to survive the completion of
<br />performance thereof by the USER, shall so surv ive the completion of performance and termination or cancellation
<br />of this Contract, including without limitation the making of any and all payments hereunder.
<br />R.The COUNTY'S failure to insist upon strict performance of any covenant, Agreement or stipulation of the
<br />Contract or to exercise any right herein contained shall not be a waiver or relinquishment of such covenant,
<br />Agreement, stipulation or right unless the COUNTY consents thereto in writing. Any such written consent shall
<br />not constitute a waiver or relinquishment of the future of such covenant. Agreement, stipulation or right.
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