Independent Subrecipient. SUBRECIPIENT shall be considered an independent SUBRECIPIENT and neither SUBRECIPIENT nor its employees; nor anyone working under SUBRECIPIENT shall be considered an agent or an employee of COUNTY. Neither SUBRECIPIENT nor its employees; nor anyone working under SUBRECIPIENT shall qualify for workers’ compensation or other fringe benefits of any kind through COUNTY.

Independent Subrecipient. It is agreed that Department is contracting with Subrecipient as an independent contractor Subrecipient agrees to indemnify Department against any disallowed costs or other claims which may be asserted by any third party in connection with the services to be performed by Subrecipient under this Contract.

Independent Subrecipient. Subrecipient is an independent contractor and not an agent or employee of Gilbert. Subrecipient shall supervise and direct the Activities using Subrecipient’s best skill and attention. Subrecipient shall be solely responsible for all staffing, curriculum, scheduling, supplies, equipment for and transportation of participants to events for Activities. Subrecipient shall be responsible to its employees, volunteers, Gilbert employees and other persons performing any services related to the Activities as set forth in this Agreement.

Independent Subrecipient. It is expressly understood and agreed by the parties that the Department is contracting with the Subrecipient as an Independent Subrecipient, and that the Subrecipient, as such, agrees to the extent allowed by law to hold the Department harmless and to indemnify the Department from and against any and all claims, demands, and causes of action of every kind and character which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by the Subrecipient under this contract.

Independent Subrecipient. It is hereby expressly agreed and understood that in the performance of the Services under this Contract, the SUBRECIPIENT and any other person employed by it hereunder shall be deemed to be an independent SUBRECIPIENT and not an agent or employee of the CITY. The SUBRECIPIENT shall be liable for the actions of any person, organization or corporation with which it subcontracts to fulfill this Agreement. Accordingly, SUBRECIPIENT shall be responsible for payment of all taxes including federal, state and local taxes arising out of the SUBRECIPIENT's activities in accordance with this Agreement, including by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required under existing or subsequently enacted laws, rules or regulations. SUBRECIPIENT shall not be entitled to any benefits afforded to CITY's employees, including without limitation worker's compensation, disability insurance, health insurance, vacation or sick pay. SUBRECIPIENT shall be responsible for providing, at SUBRECIPIENT's expense, and in SUBRECIPIENT's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for performance of its obligations pursuant to this Agreement. To the extent permitted by law, SUBRECIPIENT shall hereby defend, indemnify and hold the CITY harmless from any claims, losses, costs, fees, attorney's fees, liabilities, damages or injuries suffered by the CITY arising out of SUBRECIPIENT's failure with respect to its obligations in this Section. SUBRECIPIENT, upon request, shall furnish evidence satisfactory to the CITY that any or all of the foregoing obligations have been fulfilled. During SUBRECIPIENT's contacts with third parties they shall identify themselves as an independent party and not as an employee for the CITY. SUBRECIPIENT understands and agrees that they do not have the power or authority to bind CITY in any capacity. The CITY shall hold the SUBRECIPIENT as the sole responsible party for the performance of this Agreement. The SUBRECIPIENT shall maintain complete control over its employees and all of its subcontractors. Nothing contained in this Agreement or any subcontract awarded by the SUBRECIPIENT shall create a partnership, joint venture or agency with the CITY. Neither party shall have the right to obligate or bind the other party in any manner to any third party.

Independent Subrecipient. In providing services under this Contract, the SUBRECIPIENT is an independent SUBRECIPIENT, and neither it nor its officers, agents, or employees are employees of the COUNTY for any purpose. The SUBRECIPIENT shall be responsible for all federal and/or state tax, industrial insurance, and Social Security liability that may result from the performance of and compensation for these services and shall make no claim of career service or civil service rights which may accrue to a COUNTY employee under state or local law. The COUNTY assumes no responsibility for the payment of any compensation, wages, benefits, or taxes, by, or on behalf of the SUBRECIPIENT, its employees, and/or others by reason of this Contract. The SUBRECIPIENT shall protect, indemnify, defend, and save harmless the COUNTY, its officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from (1) the SUBRECIPIENT’s failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying to the SUBRECIPIENT of work, services, materials, or supplies by SUBRECIPIENT employees or other suppliers in connection with or support of the performance of this Contract.

Independent Subrecipient. It is expressly understood and agreed by the parties that the COUNTY is contracting with the Subrecipient as an Independent Subrecipient, and that the Subrecipient, as such, agrees to the extent allowed by law to hold the COUNTY harmless and to indemnify the COUNTY from and against any and all claims, demands, and causes of action of every kind and character which may be asserted by any third party occurring or in any way incident to, arising out of, or in connection with the services to be performed by the Subrecipient under this contract.

Independent Subrecipient. Subrecipient shall be considered an independent contractor and neither Subrecipient, its employees, nor anyone working under Subrecipient shall be considered an agent or an employee of County. Neither Subrecipient, its employees nor anyone working under Subrecipient shall qualify for workers’ compensation or other fringe benefits of any kind through County. Subrecipient will be responsible for any and all tax consequences of receiving grant funds including, but not limited to, issuance of a Form 1099 by the County.” 2. Paragraph 33.B.3. County Branding Requirements: Publicity, Literature, Advertisement, and Social Media of the Contract shall be amended to read as follows:

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