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Conditions/Scope of Work" is attached hereto and incorporated herein in Exhibit
<br />A.
<br />s) QUIE'T IIOURS. Specific to 3"r Street: 'There shall be designated quiet times as
<br />follows: Thursday, Friday, Sunday from 10:00 p.m. through 7:00 a.m., and
<br />Saturday from 12:00 a.m. through 8:00 a.m. Quiet howl shall be strictly adhered
<br />to by all vendors.
<br />2. TERM.
<br />This Agreement shall commence March 1, 2011 and terminate the earlier of completion
<br />of all accounting for expenses, but no later than December 31, 2011.
<br />3. CONSIDERATION.
<br />In consideration for the rights granted hereunder, Event Producer agrees to assume all
<br />costs and expenses of the Events (the ``Event Costs"). Event Costs shall include, but not be
<br />limited to: (i), all direct and indirect personnel and material expenses incurred by the Police
<br />Department, Fire Department, Code Enforcement Division, Public Works Agency, Parks,
<br />Recreation and Community Services Agency and anv other City department, office or agency
<br />required to assign personnel to provide services for the set up, operation or breakdown of the
<br />Events; and (ii) all contractors and subcontractors retained by the Event Producer to carry out any
<br />elements of the Events or this Agreement. Event Producer shall pay the Event Costs no later than
<br />45 days from the end of Event I, and no later than 45 days from the end of Event 11.
<br />Additionally, Event Producer shall provide for Traffic Control equipment private
<br />contract for the Fiestas Patrias Parade in an amount not to exceed $10,000. Event Promoter shall
<br />contribute $6,500 to the City for the promotion of the Film Festival. Final ly, Event Promoter will
<br />contribute $35,000 to assist in City sponsorship of Fiestas Patrias Parade. Event Producer shall
<br />pay 60% ($30,500) of Parade and Finn Festival costs no later than 30 days prior to the parade
<br />event. The balance is due no later than 45 days after the end of the parad.
<br />4. LIMITATION OF LIABILITY
<br />Without limiting any express financial or liability provisions provided for in this
<br />Agreement, City shall not be liable to Event Producer for any indirect. consequential, exemplary,
<br />special, incidental or punitive damages, including, without limitation, lost business, revenue,
<br />profits or goodwill, arising in connection with this Agreement under any theory of tort., contract,
<br />warranty, strict liability or negligence.
<br />The foregoing limitation applies to all causes of action and claims, including but. not
<br />limited to Breach of Contract, Negligence, Strict Liability, Misrepresentation and other torts. It is
<br />further understood and agreed that City shall not be responsible for any loss or damage caused by
<br />EVENT PROTEST, hostile or warlike action, civil disorders or any governmental action, whether
<br />such loss be direct or indirect, proximate or remote.
<br />5. INI)F.:',PENDE;N"I' C(_)N'TRAC`I,OR.
<br />Event Producer is an independent CONTRACTOR and not an employee of City and all
<br />of Event Producer's personnel shall be employees or subcontractors of Event Producer and not
<br />employees of the City. Event Producer shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding.
<br />INDEMNIFICATION AND HOLD HARMLESS CLAUSE
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