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in Exhibit A. Partner shall not be entitled to the partnership benefits tinder this Agreement, or to otherwise participate in the Event(s), if Partner fails to provide the in-kind contributions described in Exhibit A. 4. TERM This Agreement shall commence on the date first referenced above and terminate on September 14,2025, unless terminated as otherwise provided in this Agreement. S. INDEPENDENT CONTRACTOR Partner shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship,a joint venture relationship,or to allow the City to exercise discretion or control over the professional manner in which Partner performs the services which are the subject matter of this Agreement; however, the services to be provided by Partner shall be provided in a manner consistent with all applicable standards and regulations governing such services. Partner shall pay all salaries and wages,employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Partner shall procure and maintain for the duration of the agreement, the following insurance coverages: Minimum Scope and Limit of Insurance. Partner shall maintain limits of insurance coverage in the following minimum amounts and shall be at least as broad as: • Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an"occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence and $2,000,000 aggregate. • Automobile Liability(AL): Insurance Services Office Form CA 00 01 covering Code 1 (any auto), with combined single limits of$1,000,000. In the event Partner does not maintain commercial automobile liability insurance, City will accept evidence of personal automobile insurance with existing limits, which can be lower than $1,000,000. • Workers' Compensation (W/C): as required by the State of California, with statutory limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident, per employee, per policy for bodily injury or disease. This requirement can be waived if Partner has no employees. • If Partner maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Partner. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Page 2 of S i I I