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7 <br />Ramsey County Attorney’s Office, Civil Division <br />ATTN: HRA Attorney <br />121 Seventh Place East, Suite 4500 <br />St. Paul, MN 55101 <br />I.The County makes no commitment to future support and assumes no obligation for future <br />support of the activities contracted for in this Agreement, except as expressly set forth in <br />this Agreement. <br />J.If any provision of this Agreement is held unlawful or unenforceable in any respect, such <br />illegality or unenforceability will not affect any other provisions of this Agreement, and <br />this Agreement will be construed as if the unlawful or unenforceable provisions had <br />never been contained in this Agreement. <br />K.The headings used in this Agreement are for the convenience of reference only and are <br />not of substantive effect. <br />L.This Agreement will be interpreted and construed according to the laws of the State of <br />Minnesota. All litigation regarding this Agreement will be venued in the appropriate <br />state or federal district court in Ramsey County, Minnesota. <br />M.The Grant Agreement will be prepared by or reviewed by County’s legal counsel and all <br />documents must be satisfactory to County in its sole discretion. <br />N.It is agreed that nothing contained in this Agreement is intended or should be construed <br />as creating the relationship of agents, partners, joint venturers, or associates between the <br />Parties or as constituting the Grantee as the employee of the County for any purpose or in <br />any manner whatsoever. The Grantee is an independent contractor and neither it, its <br />employees, agents nor representatives are employees of the County. <br />8. HOLD HARMLESS AND INDEMNIFICATION. <br />A.The Grantee further agrees that it is financially responsible (liable) for any audit <br />exception which occurs due to its negligence or failure to comply with the terms of the <br />Agreement. <br />B.Grantee agrees to hold harmless and defend Ramsey County Housing and <br />Redevelopment Authority, Ramsey County, its officials, officers, employees, agents, <br />representatives, customers, or invitees against any and all claims, lawsuits, damages, or <br />lawsuits for damages arising from or allegedly arising from or related to the Grantee’s <br />acts, failure to act, or failure to perform its obligations under this Agreement, and to pay <br />the costs of and/or reimburse Ramsey County Housing and Redevelopment Authority, <br />Ramsey County, its officials, officers, employees, agents, representatives, customers, or <br />invitees for any and all liability, costs, and expenses (including without limitation <br />reasonable attorney’s fees) incurred in connection with such claims, lawsuits, damages, <br />or lawsuits for damages. County will promptly notify Grantee of any claim made for any <br />22