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otherwise participate in the Events, if Partner fails to provide the in -kind contributions described
<br />in Exhibit A.
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<br />This Agreement shall commence on the date stated above and terminate on November 30,
<br />2024, 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 B.
<br />7. INDEMNIFICATION
<br />To the fidlest extent permitted by law, Partner shall indemnify, defend and hold harmless
<br />City, its officers, agents and employees (collectively, the "City Indemnified Parties") from and
<br />against any and all claims (including, without limitation, claims for bodily injury, death or
<br />damage to property), demands, obligations, damages, actions, causes of action, suits, losses,
<br />judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
<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
<br />related (directly or indirectly) to Partner's breach of this Agreement or Partner's presence or
<br />activities at the Event (including the negligent and/or willful acts, errors and/or omissions of
<br />Partner, its principals, officers, agents, employees, vendors, suppliers, contractors,
<br />subcontractors, anyone employed directly or indirectly by any of them or for whose acts they
<br />may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be
<br />construed to require Partner to indemnify the City Indemnified Parties from any claim arising
<br />from the negligence or willful misconduct of the City Indemnified Parties. This indemnity shall
<br />apply to all claims and liability regardless of whether any insurance policies are applicable. The
<br />policy limits do not act as a limitation upon the amount of indemnification to be provided by the
<br />Partner.
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