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3. PARTNERSHIP CONSIDERATION
<br /> For its participation as a Partner for the Events, Partner shall provide to the City in-kind
<br /> contributions valued at Forty Thousand and 00/100 Dollars ($40,000) as further described in
<br /> Exhibit A. Partner shall not be entitled to the Partnership Benefits under this Agreement, or
<br /> otherwise participate in the Events, if Partner fails to provide the in-kind contributions described
<br /> in Exhibit A.
<br /> 4. TERM
<br /> This Agreement shall commence on the date first written above and terminate on August
<br /> 20, 2026, unless terminated as otherwise provided in this Agreement.
<br /> 5. INDEPENDENT CONTRACTOR
<br /> Partner shall, during the entire term of this Agreement, be construed to be an independent
<br /> contractor and not an employee of the City. This Agreement is not intended nor shall it be
<br /> construed to create an employer-employee relationship, a joint venture relationship, or to allow
<br /> the City to exercise discretion or control over the professional manner in which Partner performs
<br /> the services which are the subject matter of this Agreement; however, the services to be provided
<br /> by Partner shall be provided in a manner consistent with all applicable standards and regulations
<br /> governing such services. Partner shall pay all salaries and wages, employer's social security taxes,
<br /> unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br /> applicable withholding taxes.
<br /> 6. INSURANCE
<br /> During the Term of this Agreement, Partner shall maintain and shall require its subcontractors or
<br /> agents, if any,to obtain and maintain insurance as described in Exhibit B to this Agreement.
<br /> 7. INDEMNIFICATION
<br /> To the fullest extent permitted by law,Partner shall indemnify, defend and hold harmless
<br /> City, its officers, agents and employees (collectively, the"indemnified parties") from and against
<br /> any and all claims (including, without limitation, claims for bodily injury, death or damage to
<br /> property), demands, obligations, damages, actions, causes of action, suits, losses,judgments,
<br /> fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees,
<br /> disbursements and court costs)of every kind and nature whatsoever (individually, a claim;
<br /> collectively, "claims"), which may arise from or in any manner are related (directly or indirectly)
<br /> to this Agreement or Partner's presence or activities at the Event(including the negligent and/or
<br /> willful acts, errors and/or omissions of Partner, its principals, officers, agents, employees,
<br /> vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of
<br /> them or for whose acts they may be liable for any or all of them).Notwithstanding the foregoing,
<br /> nothing herein shall be construed to require Partner to indemnify the indemnified parties from
<br /> any claim arising from the sole negligence or willful misconduct of the indemnified parties. This
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