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DocuSign Envelope ID:AAA2AA07-3167-4E9D-B83C-28AFB3FB1 DE3
<br /> 2. CITY RESPONSIBILITIES
<br /> In exchange for the benefits specified in Exhibit A and for the consideration specified in
<br /> Section 3 below, City shall be obligated to provide and perform the responsibilities as described
<br /> in Exhibit A.
<br /> 3. PARTNERSHIP CONSIDERATION
<br /> For its participation as a partner for the Events, CLIPPERS shall provide to the City in-
<br /> kind_contributions valued atThirty-Five_T-housand-.Dollars-and-Zer-o-Cents-($35,000)-as further —described in Exhibit A. CLIPPERS shall not be entitled to the partnership benefits under this
<br /> Agreement, or to otherwise participate in the Events, if CLIPPERS fail to provide the in-kind
<br /> contributions described in Exhibit A.
<br /> 4. TERM
<br /> This Agreement shall commence on the date stated above and terminate on December 31,
<br /> 2024, unless terminated as otherwise provided in this Agreement.
<br /> 5. INDEPENDENT CONTRACTOR
<br /> CLIPPERS shall, during the entire term of this Agreement, be construed to be an
<br /> independent contractor and not an employee of the City. This Agreement is not intended nor
<br /> shall it be construed to create an employer-employee relationship, a joint venture relationship, or
<br /> to allow the City to exercise discretion or control over the professional manner in which
<br /> CLIPPERS performs the services which are the subject matter of this Agreement; however, the
<br /> services to be provided by CLIPPERS shall be provided in a manner consistent with all
<br /> applicable standards and regulations governing such services. CLIPPERS shall pay all salaries
<br /> and wages, employer's social security taxes,unemployment insurance and similar taxes relating to
<br /> employees and shall be responsible for all applicable withholding taxes.
<br /> 6. INSURANCE
<br /> During the term of this Agreement, each party shall maintain and shall require its
<br /> subcontractors or agents, if any, to obtain and maintain insurance as described in Exhibit B.
<br /> 7. INDEMNIFICATION
<br /> To the fullest extent permitted by law, each party shall indemnify, defend and hold
<br /> harmless the other party, and their respective affiliates, officers, agents, employees, volunteers,
<br /> successors and assigns(collectively, the "Indemnified Parties") from and against any and all
<br /> claims (including, without limitation, claims for bodily injury, death or damage to property),
<br /> demands,obligations, damages, actions, causes of action, suits, losses,judgments, fines,
<br /> penalties, liabilities, costs and expenses (including,without limitation,reasonable outside
<br /> attorney's fees, disbursements and court costs)of every kind and nature whatsoever
<br /> (individually, a"Claim"; collectively, "Claims"), which may arise from or in any manner are
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