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3. PARTNERSHIP CONSIDERATION
<br /> For its participation as a Partner forthe Events, Partner shall provide to the City financial
<br /> and in-kind contributions valued at Six Thousand and 00/100 Dollars ($6,000.00) 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 financial and in-
<br /> kind contributions described in Exhibit A.
<br /> 4. TERM
<br /> This Agreement shall commence on April 6, 2026 and terminate on December 31, 2026,
<br /> 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 the
<br /> City to exercise discretion or control over the professional manner in which Partner performs the
<br /> services which are the subject matter of this Agreement; however, the services to be provided by
<br /> 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
<br /> or agents, if any, to obtain and maintain insurance policies/limits as described in Exhibit I3 to this
<br /> Agreement.
<br /> 7. INDEMNIFICATION
<br /> To the fullest extent permitted by law, Partner shall indemnify, defend. and bold harmless
<br /> City, its officers, agents and employees (collectively, the "City Indemnified Parties") from and
<br /> against any and al.l claims (including, without limitation, claims for bodily injury, death or damage
<br /> to 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 Partner's breach of this Agreement or Partner's presence or activities at the Events (including
<br /> the negligent and/or willful acts, errors and/or omissions of Partner, its principals, officers, agents,
<br /> employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or
<br /> indirectly by any of them or for whose acts they may be liable for any or all of them).
<br /> Notwithstanding the foregoing, nothing herein shall be construed to require Partner to indemnify
<br /> the City Indemnified Parties from any claim arising from the negligence or willful misconduct of
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