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24. Severability. Should one or more of the provisions of this Agreement be held by any
<br /> court to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain
<br /> and continue in full force and effect,provided that the continuation of such remaining provisions
<br /> does not materially change the original intent of this Agreement.
<br /> 25. Independent Contractor Status. In the performance of services pursuant to this
<br /> Agreement, Contractor shall be an independent contractor and not an officer, agent, servant or
<br /> employee of CITY. Contractor shall have exclusive control over the details of the service and
<br /> work performed and over all persons performing such service and work. Contractor shall be
<br /> solely responsible for the acts and omissions of its officers, agents, employees, Contractors and
<br /> subcontractors, if any. Neither Contractor nor its officers, agents, employees or subcontractors
<br /> shall obtain any right to retirement benefits, Workers' Compensation benefits, or any other
<br /> benefits which accrue to CITY employees and Contractor expressly waives and claim it may
<br /> have or acquire to such benefits.
<br /> 26. No Assignment. This Agreement, or any interest herein, shall not be transferred, sold,
<br /> nor assigned by either Party to any person, firm, or corporation, without the prior written consent
<br /> of the other Party.
<br /> 27. Amendment. No subsequent change or modification of the terms of this Agreement
<br /> shall be made except by a writing signed by both Parties.
<br /> 28. Equal Opportunity. Contractor shall not discriminate against any employee or
<br /> applicant for employment because of age, race, color, religions, sex, or national origin.
<br /> Contractor shall take affirmative action to insure that applicants for employment are qualified,
<br /> and that employees are treated equally during employment, without regard to their age, race,
<br /> color,religion, sex, or national origin.
<br /> 29. Data Practices. Contractor will have access to data collected or maintained by CITY
<br /> to the extent necessary to perform Contractor's obligations under this contract. Contractor agrees
<br /> to maintain all data obtained from CITY in the same manner as CITY is required under the
<br /> Minnesota Government Data Practices Act, Minn. Stat. Chap. 13 (the "Act"). Contractor will not
<br /> release or disclose the contents of data classified as not public to any person except at the written
<br /> direction of CITY. Contractor acknowledges that, pursuant to Minn. Stat. § 13.05, subdivision
<br /> 11, all of the data created, collected, received, stored, used, maintained, or disseminated by the
<br /> Contractor in performing this agreement is subject to the requirements of the Act and that the
<br /> Contractor must comply with the Act as if it were a government entity. Contractor agrees to
<br /> defend and indemnify CITY from any claim, liability, damage or loss asserted against CITY as a
<br /> result of Contractor's failure to comply with the requirements of the Act or this contract. Upon
<br /> termination of this contract, Contractor agrees to return data to CITY, as requested by CITY.
<br /> 30. Choice of Law. This Agreement shall be governed by and interpreted in accordance
<br /> with the laws of the State of Minnesota.
<br /> 31. Definitions.
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<br /> 4959980DTA MU125-11
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