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<br />Pollinator Central IV : Habitat Improvement With Community Monitoring 4
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<br />10. Subcontracts
<br />GRG shall ensure and require that any subcontractor agrees to and complies with all of the terms of this agreement. Any
<br />subcontractor of GRG used to perform any portion of this agreement shall report to and bill GRG directly. GRG shall be
<br />solely responsible for the breach, performance or nonperformance of any subcontractor .
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<br />11. Force Majeure
<br />The City and GRG agree that GRG shall not be liable for any delay or inability to perform this agreement, directly or
<br />indirectly caused by, or resulting from, strikes, labor troubles, accidents, fire, flood, breakdowns, war, riot, civil commotion,
<br />lack of material, delays of transportation, acts of G od or other cause beyond reasonable control of GRG and the the City .
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<br />12. Data Practices
<br />GRG, its agents, employees and any subcontractors of GRG, in providing all services hereunder, agree to abide by the
<br />provisions of the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as amended, and Minn. Rules
<br />promulgated pursuant to Ch. 13. GRG understands that it must comply with these provisions as if it were a government
<br />entity. GRG agrees to indemnify and hold the City , its officers, department heads and employees harmless from any
<br />claims resulting from the GRG’s unlawful disclosure, failure to disclose or use of data protected under state and federal
<br />laws.
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<br />13. Termination
<br />This agreement may be terminated by either party, with or without cause upon 30 days written notice to GRG or the
<br />Authorized Agent of the City .
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<br />14. Independent Contractor
<br />It is agreed that nothing contained in this agreement is intended or should be construed as creating the relationship of a
<br />partnership, joint venture, or association with the City and GRG. GRG is an independent contractor, and it, its
<br />employees, agents, subcontractors, and representatives shall not be considered employees, agents or representatives of
<br />the City (DNR, City, County, Private landowner). Except as otherwise provided herein, GRG shall maintain, in all
<br />respects, its present control over the means and personnel by which this agreement is performed. From any amounts due
<br />GRG, there shall be no deduction for federal income tax, FICA payments, state income tax, or for any other purposes
<br />which are associated with an employer/employee relationship unless otherwise required by law. Payment of federal
<br />income tax, FICA payments, state income tax, unemployment compensation taxes, and other payroll deductions and
<br />taxes are the sole responsibility of GRG.
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<br />15. Notices
<br />Any notices to be given under this agreement shall be given by enclosing the same in a sealed envelope, postage
<br />prepaid, and depositing the same with the United States Postal Service, addressed to GRG at its address stated herein,
<br />and to the authorized agent of the City at the address stated herein.
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<br />16. Controlling Law
<br />The laws of the State of Minnesota shall govern all questions and interpretations concerning the validity and construction
<br />of this agreement, the legal relations between the parties and performance under the agreement. The appropriate venue
<br />and jurisdiction for any litigation hereunder will be those courts located within the County or the City , State of Minnesota.
<br />Litigation, however, in the federal courts involving the parties will be in the appropriate federal court within the State of
<br />Minnesota. If any provision of this contract is held invalid, illegal or unenforceable, the remaining provisions will not be
<br />affected.
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<br />17. Successors and Assigns
<br />The City and GRG, respectively, bind themselves, their partners, successors, assigns, and legal representatives to the
<br />other party to this agreement and to the partners, successors, assigns, and legal representatives of such other party with
<br />respect to all covenants of this agreement. Neither the City nor GRG shall assign, sublet, or transfer any interest in this
<br />agreement without the prior written consent of the other.
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<br />18. Equal Employment and Americans with Disabilities In connection with the work under this agreement, GRG agrees to
<br />comply with the applicable provisions of state and federal equal employment opportunity and nondiscrimination statutes
<br />and regulations. Failure on the part of GRG to conduct its own employment practices in accordance with applicable laws
<br />may result in the withholding of all or part of regular payments by the City due under this agreement unless or until GRG
<br />complies with the Partner policy, and/or suspension or termination of this agreement.
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