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8.3Waiver.If theMet Councilfails to enforce any provision of this Grant Agreement, that failure <br />does not waive the provision or its right to enforce it. <br />8.4 Grant Agreement Complete. This Grant Agreement contains all negotiations and agreements <br />between the Met Council and the Recipient. No other understanding regarding this Grant Agreement, <br />whether written or oral, may be used to bind either party. <br />8.5 Order of Precedence. This Grant Agreement will be interpreted in the following order of <br />precedence: <br />(1) Grant Agreement excluding exhibits; <br />(2) Exhibit B; and <br />(3) Exhibit A. <br />9. Liability and Insurance. <br />9.1 Liability. The Recipient and the Met Council are each responsible for their own acts and the acts <br />of their employees and the results thereof. Tothe extent authorized by law, a party is not responsible for <br />the acts of the other party and the results thereof. The liability of the Parties is governed by Minnesota <br />Statutes Chapter466 and other applicable laws. Neither Party waives any applicable limits on liability <br />or immunities. <br />9.2 Relationship of the Parties. Nothing contained in this Grant Agreement is intended or should be <br />construed in any manner as creating or establishing the relationship of co-partners or a joint venture <br />between the Recipient and the Met Council, nor will the Recipient be considered or deemed to be an <br />agent, representative, or employee of the Met Council in the performance of this Grant Agreement, or <br />the RecipientProgram. <br />The Recipient represents that it has already or will secure or cause to be secured all personnel required <br />for the performance of this Grant Agreement and the RecipientProgram. All personnel of the Recipient <br />or other persons while engaging in the performance of this Grant Agreement or the RecipientProgram <br />willnot have any contractual relationship with the Met Councilrelated to the work of the Recipient <br />Program and willnot be considered employees of the Met Council. In addition, all claims that may arise <br />on behalf of said personnel or other persons out of employment or alleged employment including, but <br />not limited to, claims under the Workers’ Compensation Act of the State of Minnesota, claims of <br />discrimination against the Recipient, its officers, agents, contractors, or employees will in no way be the <br />responsibility of the Met Council. Such personnel or other persons may not require nor be entitled to <br />any compensation, rights or benefits of any kind whatsoever from the Met Council, including but not <br />limited to, tenure rights, medical and hospital care, sick and vacation leave, disability benefits, severance <br />pay and retirement benefits. <br />10. Audits. <br />Under Minn. Stat. § 16C.05, subd. 5, the Recipient’s books, records, documents, and accounting <br />procedures and practices relevant to this Grant Agreement are subject to examination by the Met <br />Council and/or the State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from <br />the termination date of this Grant Agreement. <br />7 <br />Qbhf!226!pg!488 <br /> <br />