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3. PARTNERSHIP CONSIDERATION
<br /> For its participation as a Partner for the Event, Partner shall provide to the City a
<br /> financial contribution in the amount of $10,000.00. Partner shall not be entitled to the
<br /> Partnership Benefits under this Agreement, or otherwise participate in the Event, if Partner fails
<br /> to provide the$10,000.00 financial contribution described herein.
<br /> a. TERM
<br /> This Agreement shall commence on the date first written above and terminate on
<br /> February 28, 2026, unless terminated as otherwise provided in this Agreement.
<br /> S. 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 /> Intentionally omitted.
<br /> 7. INDEMNIFICATION
<br /> To the fiillest 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 manger 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
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