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C. This Agreement shall. be construed in accordance with the laws of the State of Minnesota.. Venue of any action shallbe in the Ramsey County. Q. If any term of this%Agreement is found to be void. or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall remain in full force and.effect. E.. Nothingherein contained is intended or should be construed in any manner as creating or establishing the relationship of co-partners between the: parties hereto or.as constituting the Contractor as the.agent, representative or employee of the: City for:any purpose or in any manner whatsoever. The Contractor is to be and shall remain an independent contractor with respect to all services performed under this Contract,. Any: an'd all personnel of the. Contractor or other persons while %spengaged, and any and all. claims whatsoever on behalf of any such person or personnel arising out of employment or alleged employment including, without limitation, claims of discrimination against the Contractor, its .officers, agents, contractors or employees. shall. in no way be the responsibility of the. City; and the. Contractor shall defend, indemnify and hold the City, its officers; agents and employees harmless from any and all such claims .regardless of any determination of any pertinent tribunal, agency, board, conirnission or court. Such personnel or other persons shall not require nor be entitled to any compensation, rights. or benefits of any kind whatsoever from the City; including, without limitation, tenure rights, medical and hospital care, sick and vacation leave, Workers' Compensation, Unemployment Compensation, disability, severance pay and. PERA. F. The City may, at its discretion, withhold its written consent to assignment. of the. duties or of any interest in the Contract. G. No claim for services furnished by the Contractor not specifically.provided for herein. shall be honored by the City. This includes but is not limited to the cost to transfer materials collected to a disposal site. H. Data Practices. Contractor their officers, agents, owners, partners, employees, volunteers and subcontractors shall abide. by the provisions: of the Minnesota Government Data Practices Act; Minnesota Statutes, Chapter 13 (MGDPA), and all other applicable state and federal laws, rules, regulations and. orders relating to data privacy or confidentiality, and as any of the same may be amended. If Contractor creates; collects; receives, stores, use, maintains or :disseminates data because it performs functions. of the City pursuant to this .Agreement, then Contractor must comply with the requirements of the MGDPA as if it was a government entity; and may be held liable under the MGDPA for noncompliance.. Contractor agrees to defend, indemnify and hold harmless the Residential Recycling Smice Contract Page. l l of 15 2016 Gem Lake Recycling contract Draft 7 14 2016