|
4. TERM
<br /> This Agreement shall commence on the date stated above and continue through the last
<br /> date of the Event, 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
<br /> subcontractors or agents, if any, to obtain and maintain insurance as described in Exhibit A.
<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
<br /> indemnity shall apply to all claims and liability regardless of whether any insurance policies are
<br /> applicable. The policy limits do not act as a limitation upon the amount of indemnification to be
<br /> provided by the Partner.
<br /> 8. CONFIDENTIALITY
<br /> If Partner receives from the City information which due to the nature of such information
<br /> is reasonably understood to be confidential and/or proprietary, Partner agrees that it shall not use
<br /> or disclose such information except in the performance of this Agreement, and further agrees to
<br /> Page 2 of 6
<br />
|