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program activities and must not replace those funds that have been appropriated for the same
<br /> purpose.
<br /> IV. Amendments
<br /> Any amendments to this Agreement shall be in writing, signed by the parties.
<br /> V. Independent Contractor Relationship
<br /> Grantee is an independent contractor, and is not an employee, servant, agent, partner, or
<br /> joint venturer of MIPH. Neither party to this Agreement will have any authority to bind or
<br /> represent the other party. MIPH shall identify and request the Services to be performed, but
<br /> Grantee shall determine the legal means by which all Services are to be accomplished. MIPH is
<br /> not responsible for withholding, and shall not withhold, FICA or any other employment-related
<br /> taxes of any kind from any payments made to Grantee. Neither Grantee, its employees, nor any
<br /> subcontracted personnel shall be entitled to receive any benefits which employees of MIPH are
<br /> entitled to receive, nor shall Grantee, its employees or subcontracted personnel be entitled to
<br /> receive from or through MIPH workers' compensation, unemployment compensation, medical
<br /> insurance, life insurance, paid vacations, paid holidays, pension, profit sharing or Social Security
<br /> on account of Services performed under this Agreement.
<br /> Grantee is responsible for overseeing and managing the tasks and functions for the
<br /> Services provided under this Agreement. Grantee shall not subcontract with any third party for
<br /> the performance of any Services to be provided MIPH without in each instance obtaining the
<br /> prior written consent of MIPH to Grantee's use of such third party subcontractor and the
<br /> subcontractor's individual personnel proposed to be assigned to perform Services, which consent
<br /> may be withheld in MIPH's sole and absolute discretion. Such third party subcontractor and the
<br /> subcontractor's individual personnel for whom MIPH's prior written consent may subsequently
<br /> be given are hereafter referred to as "Permitted Subcontractors". Grantee shall require each
<br /> Permitted Subcontractor to agree in writing to perform in accordance with, and subject to the
<br /> terms of this Agreement prior to the performance of any Services by such Permitted
<br /> Subcontractor. Grantee shall make reasonable efforts to honor specific requests by MIPH with
<br /> regard to Grantee's Employees, including replacements thereof, who are assigned to perform
<br /> Services and any other aspect of obtaining the desired results under this Agreement.
<br /> VI. Indemnification
<br /> To the fullest extent permitted by law, Grantee shall indemnify, defend and hold harmless
<br /> MIPH, its trustees, officers, employees and Affiliates from and against all claims, demands,
<br /> suits, actions, losses, damages, injuries, liabilities, expenses,judgments, liens, encumbrances,
<br /> orders, fines, penalties and awards, including, without limitation, reasonable attorneys fees,
<br /> Compliance Check Grant Contract 2011-2012 4
<br /> Minnesota Institute of Public Health and New Brighton Department of Public Safety
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