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6 <br />communicated to Foundation in writing within ninety (90) days of the City’s notice that it <br />deems an audit necessary. Foundation shall provide access to all records of all <br />Revenue collected from the Event, expenditures made by Foundation for the Event, and <br />all records regarding the Event deemed necessary by the City’s third party CPA for <br />purposes of the audit. <br />6) If the City determines that a third party audit is required, the Foundation will issue <br />payment of the City’s portion of the revenue within thirty (30) days of the determination <br />of City’s third party CPA. <br />D. This Section shall survive expiration of the Agreement. <br />4. ACCESS TO EVENT BY CITY STAFF <br />City staff designated by the City’s Parks, Recreation and Community Services Agency and/or the City <br />Manager’s Office wearing City identification will have access to the Event. For clarity, Foundation will <br />provide City with one lounge seating area which encompasses seating for only 12 people. <br />5. TERM <br />This Agreement shall commence on the Effective Date and terminate on January 15, 2025 (“Term”), <br />unless terminated earlier in accordance with Section 13, below. <br />6. INDEPENDENT CONTRACTOR <br />Foundation, its agents, officials, Board of Directors and staff shall, during the entire Term of this <br />Agreement, be construed to be independent contractors and not employees of the City. This <br />Agreement is not intended nor shall it be construed to create an employer-employee relationship, a <br />joint venture relationship, or to allow the City to exercise discretion or control over the professional <br />manner in which Foundation performs the services which are the subject matter of this Agreement; <br />however, the services to be provided by Foundation shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Foundation shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />6. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and limited license for City to copy or use, to the extent <br />owned by Foundation, or allowed for limited use for the Event pursuant to a contract with the <br />performer(s), any copyrights, designs, and other intellectual property embodied in the marketing <br />materials, which are prepared or caused to be prepared by Foundation for the Event under this <br />Agreement (“Documents”). Provided, however, that any marketing material prepared for or by <br />Foundation shall remain the sole and exclusive property of Foundation; and except as set forth <br />herein, City shall have no right to copy, use, modify, reuse or sublicense any and all such items other <br />than in connection with the Event. The Foundation may not use any drawings or artwork that <br />identifies the City of Santa Ana or uses the City seal for any use other than for the Event without <br />written authorization. For avoidance of doubt, all marketing materials, plans, specifications, studies, <br />drawings, artwork, and any other documents or works of authorship is owned by the Foundation or <br />the specific group of performers and Foundation has limited right to use such works. <br />Exhibit 1