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1) FINANCIAL LEDGER. Event Producer shall maintain a financial ledger specifically detailing
<br />all expenses/cost and revenues generated from said Event in order to determine net revenue.
<br />Within forty five (45) days after each Event, Event Producer shall provide the City the financial
<br />ledger and shall reimburse to the City all City related costs and expenses as agreed upon.
<br />2. TERM.
<br />'This Agreement shall commence January 1, 2012 and terminate the earlier of completion of all
<br />accounting for expenses, but no later than December 31, 2014.
<br />3. C_ONSIDERATION.
<br />In consideration for the rights granted hereunder, Event Producer agrees to assume all costs and
<br />expenses of the Events (the "Event Costs"). Event Producer shall pay the Event Costs no later than 45
<br />days from the end of Event I and no later than 45 days from the end of Event II. Event Costs shall
<br />include, but not be limited to:
<br />a) All City Costs, including all direct and indirect personnel, material, and equipment expenses
<br />incurred by any City Department, including but not limited to the Police Department, Fire
<br />Department, standing fire watch during entire event, Code Enforcement, Planning and Building
<br />Department, Public Works Agency, Parks, Recreation and Community Services Agency and any
<br />other City department, office or agency required to assign personnel to provide services for the
<br />set up, breakdown, operation, or management of the Events;
<br />b) All costs associated with the Scope of Work including but not limited to the cost of all
<br />contractors, subcontractors, service providers, equipment and support personnel, security, set up,
<br />clean up, sponsorship agreements, insurance, taxes, fees, and any other costs involved in
<br />undertaking the Events.
<br />In addition to paying for Event Costs, Event Producer shall be responsible for Payment of
<br />$68,000 to the City in support of the Fiestas Patrias Parade and Film Festival as follows:
<br />a) An amount not less than $16,000 to assist with the City's co-sponsorship of the Mexican state
<br />entries in the Fiestas Patrias Parade.
<br />b) An amount not less than $7,000 to assist with the City's co-sponsorship of production and
<br />promotion of the Fiestas Patrias Film Festival.
<br />c) An amount not less than $45,000 to cover the City's costs for the Fiestas Patrias Parade
<br />production and management
<br />Event Producer shall pay 50% ($34,000) of Parade and Film Festival costs no later than 30 days
<br />prior to the parade event. The balance of' Parade and Film Festival costs is due no later than 45 days after
<br />the end of the parade.
<br />4. LIMITATION OF LIABILITY
<br />Without limiting any express financial or liability provisions provided for in this Agreement, City
<br />shall not be liable to Event Producer for any indirect, consequential, exemplary, special, incidental or
<br />punitive damages, including, without limitation, lost business, revenue, profits or goodwill, arising in
<br />connection with this Agreement under any theory of tort, contract, warranty, strict liability or negligence.
<br />The foregoing limitation applies to all causes of action and claims, including but not limited to
<br />Breach of Contract, Negligence, Strict Liability, Misrepresentation and other torts. It is further
<br />understood and agreed that City shall not be responsible for any loss or damage caused by EVENT
<br />PROTEST, hostile or warlike action, civil disorders or any governmental action, whether such loss be
<br />direct or indirect, proximate or remote.
<br />INDEPENDENT CONTRACTOR
<br />Event Producer is an independent CONTRACTOR and not an employee of City and all of Event
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