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3. PARTNERSI-ILI'CONSIDERATION
<br /> For its participation as a Partner for the Event, Partner shall provide to the City financial and
<br /> in-kind contributions valued at One Thousand hive Hundred and 00/100 Dollars($I,500.00)as further
<br /> described in Exhibit A. Partner shall not be entitled to the:Partnership Benefits under this Agreement,
<br /> or otherwise participate in the Event, if Partner fails to provide the financial and in-kind contributions
<br /> described in Exhibit A.
<br /> 4. TERM
<br /> This Agreement shall commence on the date first written above and terminate on February 28,
<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 construed
<br /> to create an employer-employee relationship, a joint venture relationship, or to allow the City to
<br /> exercise discretion or control over the professional manner in which Partner performs the services
<br /> which are the subject matter of this Agreement; however, the services to be provided by Partner shall
<br /> be provided in a manner consistent with all applicable standards and regulations governing such
<br /> services. Partner shall pay all salaries and wages, employer's social security taxes, unemployment
<br /> insurance and similar taxes relating to employees and shall be responsible for all applicable
<br /> withholding taxes.
<br /> 6. INSURANCE
<br /> Intentionally omitted.
<br /> 7. INDEMNII+ICATION
<br /> To the fullest extent permitted by law, Partner shall indemnify,defend and hold harmless City,
<br /> its officers, agents and employees (collectively, the "City Indemnified Parties") from and against any
<br /> and all claims (including, without limitation, claims for bodily injury, death or damage to property),
<br /> demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties,
<br /> liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court
<br /> costs) of every kind and nature whatsoever (individually, a "Claim"; collectively, "Claims"), which
<br /> may arise from or in any manner are related(directly or indirectly)to Partner's breach of this Agreement
<br /> or Partner's presence or activities at the Event(including the negligent and/or willful acts,errors and/or
<br /> omissions of 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 may be
<br /> liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to
<br /> require Partner to indemnify the City Indemnified Parties from any claim arising from the negligence
<br /> or willful misconduct of the City Indemnified Parties. This indemnity shall apply to all claims and
<br /> liability regardless of whether any insurance policies are applicable. The policy limits do not act as a
<br /> limitation upon the amount of indemnification to be provided by the Partner,
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