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3. PARTNERSHIP CONSIDERATION a. For its participation as a Partner for the Events, Partner shall pay to the City a partnership fee of One Thousand Dollars and Zero Cents ($1,000) per Event for each Event identified in Exhibit A. b. The partnership fee is payable by Partner to City no later than two (2) weeks prior to each Event identified in Exhibit A. c. Partner shall not be entitled to the partnership benefits under this Agreement, or to otherwise participate in the Events, if the partnership fee is not received before the Event. 4. TERM This Agreement shall commence on the date stated above and continue through the day after the date of the last Event, unless terminated as otherwise provided in this Agreement. 5. 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. LIABILITY RELEASE Partner, its principals, officers, agents, employees, volunteers, subcontractors, and/or anyone employed directly or indirectly by any of them who are present on City's property at the Events and are conducting activities contemplated by this Agreement are required to provide a signed acknowledgement of risk and liability waiver included as Exhibit B to this Agreement prior to participation in any Event. INDEMNIFICATION To the fullest extent permitted by law, Partner shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner are related (directly or indirectly) Page 2 of 6