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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 Thirty -Five Thousand and 00/100 Dollars ($35,000) as further described
<br />in 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 July 18, 2024 and terminate on July 17, 2025, unless
<br />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 />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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