Agenda Packets - 1999/04/05 - Laserfiche WebLink

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bylaws and authorized officers have signed this Agreement. E. Choice of Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts,whether based upon convenience or otherwise. F. Construction. In the event that any one or more of the provisions of this Agreement, or any application thereof, shall be found to be invalid, illegal or otherwise unenforceable, the validity, legality, and enforceability of the remaining provisions in any application therefor shall not in any way be affected or impaired thereby. G. Entire Agreement. This Agreement, any attached exhibits or addenda or amendments signed by the parties shall constitute the entire Agreement between the City and the YMCA, and supersedes the temporary agreement dated January, 1999 and any other written or oral agreements between the City and the YMCA. This Agreement can only be modified by a writing signed by City and YMCA. H. Execution in Counterparts. This Agreement may be executed in counterparts by the parties hereto. Programming Equipment. The City will provide the YMCA with the equipment and materials on Exhibit . Any program equipment purchased in conjunction with any service provided under this contract by either the City or the YMCA shall become and remain the property of the City. The YMCA agrees to provide reasonable maintenance on all maintain any such equipment. At the end of this contract, any such equipment shall remain with and be owned solely by the City. J. Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this agreement or to exercise any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such breach of any other covenant, agreement, term, or condition, nor does it imply that such covenant, agreement,term or condition may be waived again. K. Work Products. All records, information, materials and other work products, except those noted below, prepared and developed in connection with the provision of services hereunder shall become the exclusive and confidential property of the City. No such products shall be made available to any other individual or organization by the YMCA without the prior written approval of the City. All YMCA personnel records associated with personnel assigned under the terms and conditions of this Agreement shall be and remain the exclusive property of the YMCA provided, however, that the YMCA shall grant the City Clerk-Administrator and/or City Attorney to review such files upon given at least five days notice of their intent to review such files. L. Independent Contractor Status. All services provided by YMCA, YMCA's officers, agents, and employees pursuant to this Agreement shall be provided by such persons as an SJR-159255 MU210-35