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with the Event and in accordance with Partner's usage guidelines. The manner and display of <br /> Partner's Marks must be specifically approved in writing and in advance by an authorized <br /> representative of Partner. <br /> 2. CITY RESPONSIBILITIES <br /> In exchange for the benefits specified in Section l above and for the consideration <br /> specified in Section 3 below, City shall be obligated to provide and perform the responsibilities <br /> as described in Exhibit B. <br /> 3. PARTNERSHIP CONSIDERATION <br /> For its participation as a Partner for the Event, Partner shall provide to the. City an <br /> exclusive license to use the License Area and in-kind contributions valued at Fifteen. Thousand <br /> Dollars and Zero Gents ($15,000) as further described in this section and Exhibit B. Partner <br /> i shall not be entitled to the partnership benefits under this Agreement, or to otherwise participate <br /> in the Event, if Partner fails to provide the in-kind contributions described in this section and <br /> Exhibit B. <br /> a. License. Partner hereby grants to City an exclusive license for the right to enter and <br /> use the License Area during the Term (defined below) of this Agreement, for the <br /> Pennitted Uses described in recital D, above, and upon the terms and conditions set <br /> forth herein ("License'). This License shall remain in effect for the Tenn of this <br /> Agreement. <br /> b. Dates and Hours of Use and Access. Partner specifically grants City, its invitees and <br /> licensees permission to enter and use the License Area for the purpose of preparing <br /> the event space, installing event elements (e.g., main stage, audio/visual support <br /> equipment, etc.), conducting the Event, and restoring the space similar to the <br /> condition immediately prior to the Agreement on the dates and hours as follows: <br /> [remainder of page intentionally left blank] <br /> Page 2 of 8 <br />