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Agreement, or to otherwise participate in the Events, if Partner fails 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 January 31, <br />2025, 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 />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 "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 Indemnifed 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. <br />Page 2 of 6 <br />