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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 Forty-Eight Thousand and 00/100 Dollars ($48,000.00) as further
<br /> described in Exhibit A. Partner shall not be entitled to the Partnership Benefits under this
<br /> Agreement, or 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 November 22, 2025 and terminate on October 31,
<br /> 2026, 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 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 /> 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
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