SECOND AMENDED MULTI-YEAR FESTIVAL PERMIT AGREEMENT By And Between CHICAGO PARK DISTRICT And C3 PRESENTS LLC Dated as of MARCH 2012 TABLE OF CONTENTS DEFINITIONS ..1 FESTIVAL ..2 AUTHORIZATION ..3 OTHER EVENTS ..4 C3 RESPONSIBILITIES ..4 ..8 CPD RESPONSIBILITIES ..s APPROVAL RIGHTS ..9 TERM AND TERMINATION .. I 0 FEES .. PROFITS AND TAXES ..14 TRACKING AND AUDITING ..14 REPRESENTATIONS AND WARRANTIES AND DISCLAIMERS ..15 INDEMNIFICATION ..16 INSURANCE ..18 COMPLIANCE WITH LAWS, AND RESTRICTIONS ON USE ..18 MISCELLANEOUS ..2o SECOND AMENDED MULTI-YEAR FESTIVAL PERMIT AGREEMENT This Second Amended Multi-Year Festival Permit Agreement ("Agreement") is dated as of the day March, 2012 ("Effective Date") by and between Chicago Park District, an Illinois municipal corporation (the and C3 Presents LLC, a Texas limited liability company Recitals A. Parkways Foundation, an Illinois not-for-profit corporation ("Parkways"), was party to that certain Amended Multi-Year Festival Agreement dated as of December 19, 2008 by and among the CPD, Parkways and C3, which amended and restated that certain Multi-Year Festival Agreement dated as of October 25, 2006 by and among, the CPD, Parkways and Capital Sports Entertainment Holdings, Inc. f/k/a Capital Sports Entertainment, Inc., a Texas corporation B. C3 is successor in interest to CSE. C. On behalf of Parkways, CSB and C3 (respectively) produced the 2005, 2006, 2007, 2008, 2009, 2010 and 2011 Lollapalooza Music Festivals in Grant Park, Chicago, Illinois. D. Parkways no longer desires to be a party to this Agreement or participate in Lollapalooza Music Festivals. E. Given the positive response to the Lollapalooza Music Festivals, the CPD and C3 desire to extend their agreement pursuant to the terms and conditions set forth herein. F. This Agreement amends, restates, and replaces in its entirety the parties' existing Amended Multi-Year Festival Agreement dated as of December 19, 2008. NOW, THEREFORE, in consideration of the representations, warranties and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows: AGREEMENT 1 . DEFINITIONS "Amusement Tax" shall mean all amusement and admission taxes, fees, and other costs payable to the City, Cook County or the State of Illinois, whether now in existence or imposed in the future with respect to admission to the Festival. "Applicable Law" shall mean any law, governmental rule, regulation or ordinance, or judicial order or decree. "City" shall mean the City of Chicago and all of its departments and agencies. "Festival" shall mean an annual, multi-day, multi-stage musical festival to be held in Grant Park in Chicago, Illinois. "Festival Name" shall mean the Lollapalooza Music Festival and other future names for the Festivals designed by C3, and all derivative and related names thereof. "Food Beverage Revenue" shall mean all revenue generated and received by C3 in connection with the sale or distribution of food and beverages at the Festivals. However, for purposes of calculating Food Beverage Revenue for each year, the value of complimentary food and beverages served in the VIP area that year shall not be included. "Gross Admission Revenue" shall mean all revenue received by C3 or its affiliates in connection with the admission of people to the Festivals, including, but not limited to, revenues relating to ticket sales, admission fees, attendance fees, gate fees, cover charges and other sources of revenue that are subject to Amusement Tax. However, for purposes of calculating Gross Admission Revenue each year, C3 may provide tickets to sponsors in a daily amount equal to 5% of the maximum daily attendance agreed to by the parties and the value of such complimentary tickets or admissions provided by C3 to Festival sponsors that year shall not be included. Any Amusement Tax, credit card processing fee, and ticket administration fee shall be included in the calculation of Gross Admission Revenue. "Liquor Tax" shall mean all taxes, fees, and other costs payable to the City, Cook County or the State of Illinois relating to or stemming from the sale or distribution of alcohol. "Net Admission Revenue" shall mean, with respect to each year, the Gross Admission Revenue for such year minus any Amusement Tax actually paid by C3 with respect to such year, and minus (ii) credit card processing fees, and minus the lesser of $9.00 per ticket sold and the Ticket Administration Fee and associated administrative and processing costs actually paid by C3 with respect to such year. "Sponsorship Revenue" shall mean all revenue received by C3 fi'om the sale of signage, advertising, sponsorship rights, product rights, marketing rights, naming rights and broadcasting rights. "Subcontractor" shall mean any subcontractor, independent contractor, agent, artist, band, act, volunteer, or other party that C3 contracts with or engages to perform its responsibilities on services hereunder. "Ticket Administration Fee" shall mean an administration fee charged by an independent third party to C3 for processing the sales of tickets to the Festivals. 2. FESTIVAL 2.1 Name. The name of the Festival shall be "Lollapalooza Music Festival" unless otherwise designated by the C3. IK Live HNAL 2.2 Date. Except as otherwise agreed to by the parties in writing, the Festival shall be held on the first consecutive Friday, Saturday and Sunday of August of each year during the Term (as defined herein). 2.3 Festival Times. The Festival's hours of operation shall be 11:00 a.m. to 10:00 p.m. on Friday and Saturday, and 11:00 am. to 9:30 p.m. on Sunday ("Festival Times"). 2.4 Festival Area. The Festival shall be held in Grant Park as further described on Exhibit A attached hereto ("Festival Area"). 2.5 Load--ln and Load-Out Times. The load-in time shall begin at 6 a.m. on the Thursday of the week preceding the start of the Festival approximately 8 days before the start of the Festival), although C3 may load in at Arvey Field beginning the Monday of the week before the start of the Festival approximately 11 days before the start of the Festival). The load--out and the clean up of the Festival Area shall be completed by 5:00 p.m. on the Friday immediately following the end of the Festival. In the event that there is another event occurring in Festival Area during such load-in and load~out times, C3 shall make reasonable accommodations so as to minimize its interference with such event. 2.6 Load--In and Load-Out Area. The load-in area shall be the area as described on Exhibit attached hereto. 2.7 Attendance. C3 shall ensure that attendance at the Festival at any time does not exceed 100,000 people unless otherwise agreed to by the CPD. 2.8 Modifications. The dates, times, areas and attendance limits of the Festival may be modified or changed by mutual agreement of the parties. The times (but not the dates), areas, and attendance limits of the Festival may be modified or changed its reasonable judgment and after consultation with C3 believes that such modifications or changes are needed to address health, safety, crowd control or security concerns or to otherwise comply with any Applicable Law. 2.9 Strict Compliance. C3 agrees to strictly comply with the provisions of this Section 2. 3. AUTHORIZATION Permit. Subject to C3 complying with the CPD's standard permit requirements (that apply to all events in Grant Park that are at least a one--day event) and the terms herein, the CPD shall issue a permit to hold the Festival ("Festival Permit") each year as contemplated herein. 3.2 llntentionallv omitted]. 3.3 City Authorization. C3 acknowledges that access and use of the sidewalks, streets and public ways are subject to the City's authorization and permission. C3 shall be obligated to obtain such authorization and permission from the City. 1 LIVC FINAL 3.4 Petrillo Band Shell. As part of its rights hereunder, C3 shall be entitled to use the Petrillo .Band Shell as one of the Festival stages; provided that such use shall be subject to such restrictions as the CPD deems reasonably appropriate and such restrictions as the City may require. C3 will be responsible for any cost associated with the use of the Petrillo Band Shell (including, but not limited to costs associated with trusses, sound systems and lights). The CPD shall provide C3 keys to access the Petrillo Band Shell office space area and basement. C3 shall return these keys to the CPD not later than upon the conclusion of load out. 3.5 [Intentionally omitted]. 3.6 Names and Logos of the CPD. The CPD grants to C3 the non-exclusive, non- transferable right to use the CPD's name and logos and the image of Buckingham Fountain in connection with producing the Festival; provided that such use shall be subject to the CPD's prior consent, as the case may be, which consent shall not be unreasonably withheld. 3.7 Names and Logos of C3. C3 grants to the CPD the non-exclusive, non- transferable right to use C3's name, logos and trademarks, (ii) for so long as the Festival is called Lollapalooza, the Lollapalooza name, logos and trademarks, and any other future Festival name, logos or trademarks in connection with promoting and marketing the Festival and their involvement therewith; provided that such use shall be subject to C3's consent, which consent shall not be unreasonably withheld. 4. OTHER EVENTS 4.1 Other CPD Events. In any year that the Festival is held, the CPD shall not authorize any other person to hold in the Festival Area a multi-day, multi--stage music Festival which is the same or substantially similar to the Festival as determined by the CPD in its reasonable judgment after consultation with C3 ("Competing Festival"). To the extent that this Section 4.1 is inconsistent with or a violation of Applicable Law, then this Section 4.1 shall be void and the CPD shall not be deemed bound by this Section: provided, however, that if this Section 4.1 is a violation of Applicable Law and the CPD does not comply with this Section 4.1 as result thereof, then C3 may terminate this Agreement the following year without penalty upon written notice to CPD. Notwithstanding anything to the contrary, the following are not considered a Competing Festival: The Taste of Chicago, Country Music Fest, Gospel Fest, Jazz Fest, Viva! Chicago Latin Music Fest, Celtic Fest and any other annual music event that the CPD has held or permitted to be held in Grant Park in the past three (3) years. 4.2 Other Events by C3. Nothing in this Agreement precludes C3 from providing similar services to other entities so long as providing those services does not interfere with C3's timely fulfillment of its obligations under this Agreement. 5. C3 RESPONSIBILITIES 5.1 General. C3 shall be responsible for organizing, producing and holding the Festivals and for the payment of all costs and expenses related thereto, except as specifically provided for in Section 7.2 TK Live FINAL 5.2 Responsibilities. Any service or action which is to be performed or taken in connection with the Festival and which is not specifically designated the responsibility of the CPD under Section 7.1 shall be the responsibility of C3. Without limiting and in furtherance of the foregoing, C3 shall be responsible for providing the following services as they relate to or are caused by the Festival: 'l'K Live l~ INAL (ii) (iv) (V) (Vi) (vii) (ix) (X) (Xi) (xii) (xiv) Booking and coordination of all artists, coordinating and interfacing with artists management; Promotion, including radio, print, interviews, and street teams; Managing the box office and ticket sales; Production of the Festival including coordination of the stage, sound, lights, volunteers, and stagehands; Supervision and coordination of the vendor sales, including sales of food, drink, art, and t-shirts; Contracting with all suppliers, including tents, fence, port--a-cans, clean- up, electrical supplies, catering, etc.; Providing bike racks; Providing perimeter chain link fencing and such barricades as reasonably required and as otherwise requested by the City; Development, design, and production of all creative work, including I.D. development, posters and flyers, sponsorship package, and other creative work; Selling tickets, signage, advertisement, sponsorship rights, product rights and other marketing rights, Management and control of all fiinds; Load-in and load-out of the Festival Area; Clean up and trash removal from the Festival Area, including but limited to those items set forth on Schedule 1 commencing as of load-in and ending as of load-out; Providing port-a-cans, portable washroom trailers (for the VIP and general admission' attendees), hand washing units and monitoring the same to ensure that they are clean and free of waste, have soap dispensers which are full ofsoap and in working condition, have water and are not clogged and draining properly; 5.3 (XV) (xvi) Providing garbage carts and cans; Providing shuttle system to transport certain Festival attendees through the Festival Area according to a CPD determined route and subject to the City's and the CPD's approval; (xvii) Providing such security, public safety, and crowd control for the Festival consistent with the highest industry standards and as the CPD may otherwise reasonably request after consultation with C3. Providing security of the Festival Area during the load-in and load-out (xix) (XX) (xxi) (ii) periods which occur before and after the Festival; Except as provided in Section 5.12; within five (5) days after the Festival, cleaning up and restoring the Festival Area to its "pre--1oad--in" condition, as determined by the CPD in its reasonable judgment; Providing such other services in connection with the Festivals as reasonably requested by the CPD after consultation with Hiring of all labor and the purchase of all materials necessary to perform its services; Obtain all applicable permits and licenses from the CPD, the City, Cook County, and the State of Illinois, and any other governmental bodies and agencies, required for the holding of each Festival, including the Festival Permit; and Obtain a liquor license, either by itself or a legally appropriate third-party, for each Festival from the Illinois Liquor Control Board and, if applicable, the City. Costs and Expenses. Any cost or expense incurred in connection with the Festival and which is not specifically designated the responsibility of the CPD under Section 7.1 shall be the responsibility of and paid by C3, including, but not limited the following: TK Live FINAL (ii) (iv) Costs and expenses of performing C3's services and other obligations hereunder. Charges and Fees imposed by the City and C3 shall pay such charges and fees prior to the Festival if requested by the City. Costs associated with any necessary sidewalks, street or public lane closures. Costs associated with taking down moving and reinstalling the tent and storage box for the concessionaire who services the outdoor Film Fest. 5.4 Reimbursement Obligations. From time to time, the Parties may agree that the CPD will perform on behalf of C3, certain of C3's services clean up). C3 shall pay and/or reimburse the CPD as mutually agreed upon, as applicable, for performing such services. 5.5 Standard. C3 will perform its responsibilities and services according to the highest industry standards and in no event less than the standards by which it performed its responsibilities and services in connection with the 2011 Lollapalooza Music Festival. 5.6 Acts and Activities. C3 shall discuss and consult with and timely inform the CPD as to the acts, activities and events that are scheduled to occur at the Festivals. C3 will have a reasonable number of children friendly activities and events Kidsapalooza). 5.7 Subcontractors. To the best of C3's actual knowledge (without inquiry), all Subcontractors which C3 may use in connection with performing its responsibilities or services hereunder shall not be delinquent on the payment of any taxes or licensing fees or other fees owed to the City, Cook County or the State of Illinois, (ii) within the past five (5) years either been convicted of a criminal offense or had a civil judgment rendered against it for improperly obtaining, attempting to obtain, or performing a public transaction or contract under a public transaction, be disqualified from entering into a contract with either the CPD or the City, or (iv) be under investigation for any of the foregoing. In the event that the CPD, in its reasonable judgment, finds a Subcontractor objectionable, then the CPD shall notify C3 and in such notice shall state the reasons for its objections. If C3 and the CPD cannot resolve the CPD's objections, then C3 shall immediately cause such Subcontractor to stop providing services at the Festival and the Festival Area. 5.8 Complimentary Tickets. For each Festival, C3 shall provide the CPD with twenty (20) all access passes and with a reasonable number of complimentary tickets. 5.9 [Intentionally omittedl. 5.10 Alcohol Sales. C3 acknowledges that the CPD may, in its reasonable judgment after consultation with C3, limit the period of time that alcohol may be sold during the Festival; C3 agrees to comply with any such limitations. Without limiting the foregoing, C3 acknowledges that the CPD may require alcohol sales to end one (1) hour before closing. If the CPD's limitations under this Section 5.10 have a material adverse financial effect on the Festival, then C3 may terminate this Agreement without penalty or payment except for payment obligations arising prior to such termination. 5.11 Name. C3 shall provide reasonable notice to the CPD prior to changing the name of the Festival. 5.12 Landscaping. Within a reasonable time prior to the start of each Festival, CPD shall engage, in consultation with C3, a third--party to assess the current condition of the Festival Area. Within a reasonable time following the conclusion of each Festival, the independent third--party shall assess the condition of the Festival Area and establish a cost for repairing and restoring the Festival Area to its pre-Festival condition. IK Live FINAL Upon such determination by the independent third party, C3 shall immediately pay to the CPD an amount equal to such repair and restoration costs. C3 shall be financially responsible for all reasonable costs related to repairing and restoring the Festival Area to its pre- Festival condition. CPD shall be responsible for performing the landscape repair and restoration. CPD may perform such repair and restoration either directly or by using a third party vendor. CPD shall determine the timing of any landscape repair and restoration which may be delayed to accommodate other events and to address operational issues. C3 will not be responsible for any additional costs incurred due to any such delay. 6. IONALLY 7. CPD RESPONSIBILITIES 7.1 Services. The CPD will be responsible for providing the following services with respect to the Festivals Services"): Subject to C3's reasonable requests, prepare Grant Park for the Festival perform tree pruning, turf preparation, backstop removal/replacement, etc.), turface application; (ii) Installation and removal of interior fencing green mesh and snow fence); Watering softball diamonds on Lower Hutchinson Field; (iv) Throwing down mulch; Removing, storing and reinstalling the chairs at the Petrillo Bandshell. (vi) Building access ramp(s) to Lower I-Iutchinson Field; (vii) Removal of light poles at Butler Field; Assist in C3's efforts to obtain the authorization of the City with respect to the use and access to sidewalks, streets and public ways; (ix) Place street banners promoting the Festival, subject to approval by the City Streets and Sanitation Department). The CPD will cooperate with the City to reserve streetlights and poles for banners to be displayed for 4 weeks on the poles on Columbus Drive and selected poles on Michigan Avenue; Use CPD-owned billboards to promote the Festival; (xi) Provide water hook ups for washroom trailers and water trough; IK Live FINAL (xii) Shut off irrigation system(s); and Hiring all labor and purchase all materials necessary to handle its services. 7.2 Costs and Expenses. The CPD shall be responsible for the payment of the cost and expenses incurred in performing the CPD's Services and the cost of utilities used in connection with the Festival. Unless the parties mutually agree, other than as expressly provided in this Agreement, C3 owes the CPD no additional fees or compensation for the use of Grant Park for the Festival. 7.3 Public Way Closures. The CPD will use commercially reasonable efforts to assist C3 in obtaining all necessary public way closures, such public way closures beginning 10 a.m. on the Wednesday preceding each year's Festival and continuing through the Festival. 7.4 Liaison. The CPD will appoint a liaison to assist C3 in its discussions and interactions with the City's officials and departments, including: attending all key meetings with the City's personnel and departments; and (ii) assisting C3 in obtaining all necessary permits and licenses. 7.5 City Service Rates. Through the liaison, the CPD will use its best efforts to obtain accurate rates for the City's services, including police, streets and sanitation, transportation, and emergency services, within a reasonable time after C3 provides the CPD with a site plan each year of the Term so that C3 can prepare accurate budgets; provided, however, that nothing in this Section shall be construed as a guarantee of such rates by the CPD. 8. APPROVAL RIGHTS 8.1 Acknowledgement. C3 acknowledges the importance and significance of Grant Park to the CPD and the people of the City, and accordingly, C3 agrees to grant to the CPD certain disapproval rights in connection with the Festivals. 8.2 Disapproval Rights. Notwithstanding any other provision contained herein, the CPD shall have disapproval rights with respect to the following matters: The type, size and location of signage and advertising at the Festivals; (ii) The type of sponsors of or advertisers at the Festival; The name of the Festival (if other than the "Lollapalooza Music Festival"); (iv) The type of promotional products and marketing materials to be distributed in connection with the Festivals, and the method of such distribution; The decibel level of sound at the Festival; and (vi) The acts, activities and events to occur at the Festival. l'K Live FINAL 8.3 Exercise. The CPD may only exercise its disapproval rights in its reasonable judg rnent and after consultation with C3. The CPD shall provide prompt notice to C3 if it intends to exercise its disapproval rights. 8.4 Effect. C3 shall not take or fail to take any action inconsistent with the CPD's exercise of its disapproval rights. 8.5 Notice. C3 shall provide such prior notice as is reasonably required for the CPD to effectively exercise its disapproval rights. 9. TERM AND TERMINATION 9.1 Term. The term of this Agreement (the will commence on the Effective Date and will terminate on December 31, 2021, unless extended or sooner terminated in accordance with the terms of this Agreement. 9.2 Termination Upon a Default. A non--defaulting party may terminate this Agreement upon a Default (as defined below) by another party hereto by providing written notice thereof. "Default" shall mean any of the following: A failure by any party to timely make any payments due hereunder (except to the extent that the non-payin party in good faith disputes such payment and has a reasonable basis for such dispute), and such failure is not cured within five (5) days after notice thereof; (ii) A material breach (other than non--payment) by any party and, if curable, such breach is not cured by the breaching party within 30 days afier notice thereof. If any party makes a general assignment for the benefit of creditors, or files for bankruptcy, reorganization or similar proceedings; (iv) A bankruptcy, reorganization or similar proceeding is filed against a party and is not vacated or discharged within forty--five (45) days after such filing; A receiver or trustee is appointed for all or any part of a party's assets; (vi) A material violation of Applicable Law by a party related to or in connection with any Festival; or (vii) In the case of C3, Caring and Daring LLC breaches, revokes, terminates, or rescinds any guaranty or other similar obligation to the CPD. 9.3 Mutual Termination. This Agreement' may be terminated at any time upon the written mutual agreement of the parties hereto. IK Live FINAL 9.4 Termination for Convenience by C3. C3 may terminate this Agreement at any time for convenience by providing the CPD with thirty (30) days prior written notice thereof. If C3 terminates this Agreement for convenience subsequent to holding a Festival, but on or prior to December 1" of the year immediately preceding such scheduled Festival, then C3 shall pay to the CPD Two Hundred Fifty Thousand and No/100 Dollars If C3 terminates this Agreement for convenience on or after December but prior to holding a Festival in the following year, then C3 shall pay to the CPD an amount equal to the Guaranteed Payment owed in that year. 9.5 Termination for Convenience by the CPD. The CPD may terminate this Agreement at any time for convenience by providing C3 with thirty (30) days prior written notice thereof. If the CPD terminates this Agreement for convenience subsequent to C3 holding a Festival, but on or prior to December 1" of the year immediately preceding such scheduled Festival, then the CPD shall pay to C3 Two Hundred Fifty Thousand and No/100 Dollars If the CPD terminates this Agreement for convenience on or after December 2" but prior to March 315' of the following year then the CPD shall pay to C3 an amount equal to the Guaranteed Payment owed in that year. If the CPD terminates this Agreement for convenience on or after April 15' but prior to C3 holding a Festival in that year, then the CPD shall pay to C3 an amount equal to the greater of the Guaranteed Payment owed in that year or C3's actual out of pocket damages, but excluding consequential or incidental damages which were incurred by C3 as a result of such termination and which could not be mitigated using commercially reasonable efforts. 9.6 Evergreen. Following the conclusion of the 2016 Festival, the parties, by mutual agreement, may add 1 year to the end of the Term. If following the conclusion of any Festival the parties agree to add 1 year to the end of the Term, then following the next Festival, the parties may agree to add another 1 year term. At the time the parties elect to add 1 year to the end of the Term, the parties shall agree in writing to the Fees for such additional year. 9.7 Termination after 2021 Festival. Either party may terminate the agreement without penalty after the completion of the 2021 Festival, provided that the rights and obligations of Section 9.6 are not in conflict, during the period subsequent to C3 holding a Festival in a year, but on or prior to December 15' of such year. If either party terminates this Agreement on or after December but prior to C3 holding a Festival in the following year, then the terminating party shall pay to the other party an amount equal to the Guaranteed Payment owed in that year. 9.8 Effect of Termination. The termination of this Agreement shall not relieve any party from any payment or other obligation arising prior to or as a result of such termination. The following provisions shall survive the termination of this Agreement: Sections 9.8 and 13.2(il and Articles 11, 12. 14. and 17. Also, Sections 10.1-10.6 and 10.10-10.11 survive termination of this Agreement but only with respect to Festivals held during the Term. 1 0. FEES 10.1 General. In' consideration of the Festival Permit, C3 shall pay to the CPD a permit fee ("Permit Fee") equal to the sum of the following percentages of Net Admission TK Live FINAL Revenue, Sponsorship Revenue and Food Beverage Revenue from each Festival as set folth below Percentage of Sponsorship Percentage of Food that year estival Festival that year'g Fesuva] 2012 11.00% 5.0% 5.0% 2013 12.00% 5.0% 5.0% 2014 13.00% 5.0% 5.0% 2015 13.25% 5.0% 5.0% 2016 13.50% 5.0% 5.0% 2017 13.75% 5.0% 5.0% 2018 14.00% 5.0% 5.0% 2019 14.50% 5.0% 5.0% 2020 14.75% 5.0% 5.0% 2021 15.00% 5.0% 5.0% 2022 15.00% 5.0% 5.0% 10.2 Financial Revenue. As soon as practicable but no later than 90 days after each Festival, C3 shall provide the CPD with a verified statement from a certified public accountant ("Accountant's Statement") reasonably acceptable to the CPD which shall set forth the Festival's Gross and Net Admission Revenue, Sponsorship Revenue and Food Beverage Revenue to date; such statement shall be in such detail as the CPD may reasonably request. C3 will provide CPD access to View appropriate documentation as reasonably requested by CPD to support the Accountant's Statement. C3 shall cause its certified public accountant to be made available to answer such questions as the CPD may reasonably have with respect to such Accountant's Statement. 10.3 Initial Payment. Within 90 days after each Festival, C3 shall pay to the CPD the Permit Fee. 10.4 Additional Payments. In the event that Net Admission Revenue, Sponsorship Revenue or Food Beverage Revenue is generated or received from the Festival which is not reflected in the payment made under Section 10.3 (whether by error, or because it was generated or received after the Section 10.3 payment was made, or otherwise) or in the event that it is determined that C3 owes the CPD any additional amounts under Section 10.1, then C3 shall pay the CPD such amounts. Conversely, any overpayment by C3 as determined and evidenced by the documentation provided in Section 10.2 shall be deducted from future payments made by C3 under this Agreement (or if there are no future payments due, then CPD will refund any overpayment). Nothing herein, however, shall effect the obligations in Section TK Live FINAL 10.5 Credit. The amount paid by C3 pursuant to Section 10.6 the Guaranteed Payment) shall be credited towards the amounts to be paid by C3 pursuant to Section 10.1; provided no refund shall be required to the extent that the Guaranteed Payment exceeds the amounts to be paid under Section 10.1. 10.6 Guaranteed Payment. During the Term, C3 shall pay to the CPD an annual guaranteed payment ("Guaranteed Payment") as set forth below: Y_ea1_r Payment 2012 $1,500,000 2013 $1,500,000 2014 $1,500,000 2015 $1,500,000 2016 $1,500,000 2017 $1,500,000 2018 $1,500,000 2019 $1,500,000 2020 $1,500,000 2021 $1,500,000 2022 and $1,500,000 thereafter (if applicable) The Guaranteed Payment shall be paid each year as follows: one-half on or before July 15th; and one-half on or before September 15th of each year. 10.7 No Festival. C3 shall be obligated to make the annual Guaranteed Payment to the CPD even if no Festival is held in a given year, unless the reason that such Festival was not held was as a direct result of a material breach by the CPD hereunder. Notwithstanding anything to the contrary in this Agreement, C3 shall only be obligated to pay fifty percent of the annual Guaranteed Payment (and will receive a refund of any portion of the Guaranteed Payment that has been made in excess of such fifty percent amount) if the Festival is not held due to a reason of force majeure as defined in Section 17.20. 10.8 Festival Time Violations. C3 agrees that it will strictly comply with the Festival times contemplated by Section 2. 10.9 GAAP. All fees and amounts shall be determined according to generally accepted industry accounting principals consistently applied. 10.10 No Additional Fees. Except as specifically provided for in this Agreement, the CPD shall not charge C3 additional fees in connection with the Festivals. TK Live FINAL 1. PROFITS AND TAXES 11.1 Profits. After paying the CPD the amounts owed under Article 10 and after satisfying all of its other obligations hereunder, as between C3 and the CPD, C3 shall be entitled to all profits from the Festival. 11.2 Taxes. C3 will assume and be responsible for the payment of all applicable taxes or assessments related to the Festival, including sales, liquor, leasehold and amusement taxes, if any, but excluding any income taxes owed by the CPD based on the payments received under Article 10 of this Agreement. 11.3 Exemption. C3 agrees that it will not directly or indirectly seek or apply for any exemption or waiver of the Amusement Tax or Liquor Tax in connection with the Festival. 12. TRACKING AND AUDITING 12.1 Books. C3 shall maintain books, records and financial statements regarding the Festivals ("Books and Records") consistent with industry standards and as reasonably requested by the CPD. At a minimum, such Books and Records shall provide a profit and loss statement and a breakdown, in reasonable detail, of the costs and revenue associated with the Festivals, including, without limitation, a breakdown of Gross and Net Admission Revenue, Sponsorship Revenue and Food Beverage Revenue, together with the related backup documentation. C3 shall provide CPD with access to review such Books and Records as the CPD may reasonably request. C3 shall maintain these Books and Records for seven (7) years following the termination of this Agreement. 12.2 GAAP. C3 shall maintain the Books and Records according to generally accepted industry accounting principals consistently applied. 12.3 Auditing. Throughout the Term of this Agreement and for up to two (2) years after termination of this Agreement, the CPD may, at its own expense and on thirty (30) days advance written notice to C3, have its auditors examine C3's records for the sole purpose of certifying the accuracy of reports and determining the amount of fees and payments due, if any, to the CPD. If such auditing indicates any underpayment of fees or other amounts payable to the CPD hereunder, C3 will immediately pay the CPD the additional fees or amounts due to the CPD. If such underpayment exceeds 10% of the actual fees due and payable to the CPD, C3 will pay all reasonable costs and expenses of the CPD associated with such audit; provided however that the costs and expenses associated with the audit for which C3 is responsible will not exceed the amount of the underpayment. Notwithstanding the foregoing, the CPD shall not have the right to audit the books and records of C3 that are more than two (2) years old at the time that such audit is commenced, absent fraud or other similar misconduct and the payment made by C3 is deemed final and correct if not challenged within 2 years of its payment, absent fraud or similar misconduct. 12.4 Confidentiality. The parties agree that all financial and operating information provided by each party in fulfilling its obligations under this Agreement shall be treated as confidential and shall not be disclosed except as required by Applicable Law, judicial order or upon the consent of the party which provided such information. The provisions of this Section 114 LIVC FINAL shall not apply to information that is in the public domain or obtained by third parties unrelated to transactions contemplated by this Agreement. 13. REPRESENTATIONS AND WARRANTIES AND DISCLAIMERS 13.1 Ilntentionailv Omitted]. 13.2 The CPD's Representations and Warranties. The CPD represents and warrants the following to C3: The CPD acknowledges C3's exclusive ownership in its respective trademarks and further acknowledges that the trademarks are unique and original to C3 and that C3 is the owner of its respective trademarks. The CPD will not, at any time after the Effective Date, dispute or contest, directly or indirectly, C3's exclusive ownership in their respective trademarks. The CPD acknowledges that its use of C3's trademarks inures to C3's benefit, and that the CPD will not acquire any ownership in C3's trademarks as a result of the permit granted by this Agreement. The CPD acknowledges that it has no claims or rights in the "Lollapalooza" name or trademark and, during or after the Term of this Agreement, will not assert any claim in the "Lollapalooza" name or trademark. (ii) To the CPD's knowledge, the CPD's trademarks and intellectual property provided under this Agreement do not and will not violate any Applicable Law or regulation or infringe any proprietary, intellectual property, contract or tort right of any person. 13.3 C3's Representations and Warranties. C3 represents and warrants the following to the CPD: To C3's knowledge, C3's trademarks and intellectual property provided under this Agreement do not and will not violate any Applicable Law or infringe any proprietary, intellectual property, contract or tort right of any person. (ii) To C3's knowledge, any content, materials or advertising created, used or provided by C3 in connection with performing its responsibilities and services hereunder will not violate any Applicable Law or infringe any proprietary, intellectual property, contract or tort right of any person. C3 has an ownership interest in Caring and Daring, LLC, and Caring and Daring, LLC has a license to use the name and trademark "Lollapalooza." Caring and Daring, LLC has granted to C3 a license to use the name and trademark "Lollapalooza" with respect to the 2008 Festival, and subject to certain conditions being satisfied, with respect to other future Festivals. (iv) C3 acknowledges that the Permit Fee payable to the CPD hereunder is based upon the Net Admission Revenue, Sponsorship Revenue and Food 8; Beverage Revenue generated by C3 from the Festivals. Consequently, C3 agrees not to directly or indirectly do the following: TK LIVC FINAL credit or allocate revenue to another event or festival which should be equitably accredited or allocated to the Festivals; and credit or allocate revenue to an affiliate of C3 which should be equitably credited or allocated to C3 with respect to the Festivals. 13.4 General Representations. Each party to this Agreement represents and warrants to each other party as follows: that such party has the requisite power and authority to enter into and perform this Agreement, (ii) that such party is in good standing and is qualified to transact business in the State of Illinois; that this Agreement has been duly authorized by all necessary action on the part of such party; (iv) that the execution and delivery and performance by such party of this Agreement will not conflict with or result in a violation of such party's organizational documents or any judgment, order or decree of any court or arbiter to which such party is bound; that there is no action, suit, proceeding, claim or arbitration pending against such Party or its assets which if determined unfavorably would adversely affect its ability to perform or satisfy its obligations and duties hereunder; (vi) that such party has not failed to file any applicable income or other tax returns or failed to pay any taxes when due which failure would adversely affect its ability to perform or satisfy its obligations and duties hereunder; (vii) that this Agreement constitutes the valid and binding obligation of such party, and is enforceable against such party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, creditors' rights and other similar laws; that it has received good, valuable, legal and sufficient consideration; and (ix) prior to executing this Agreement, such party read this Agreement, understood the contents hereof, was advised by the party's respective attorney regarding the matters relative to this Agreement, including the respective rights and obligations of the parties under this Agreement. 14. INDEMNIFICATION 14.] By the CPD. To the extent permitted by Applicable Law, the CPD will indemnify, hold harmless and defend C3 and its directors, officers, employees and agents from and against any loss, damage, cost, expense (including reasonable attorneys' fees), action, claim, demand or liability to the extent related to or arising from any allegation that the CPD's name, trademark, or intellectual property infringe a third person's copyright or trademark right, or misappropriate a third party's trade secret, (ii) the CPD's breach of this Agreement, or the CPD's willful and wanton misconduct. C3 will have the right to participate in the defense of any such claim through counsel of its own choosing. C3 may not settle, compromise or pay any third party claim for which it seeks indemnification from the CPD without the prior written consent of the CPD, such consent not to be unreasonably withheld. 14.2 By C3. C3 will indemnify, hold harmless and defend the CPD and its directors, commissioners, officers, employees, volunteers and agents from and against any loss, damage, cost, expense, action, claim, demand or liability (including reasonable attorneys' fees) to the extent related to or arising from the Festival, except to the extent that such loss, damage, cost, expense, action, claim, demand or liability, including reasonable attorneys' fees was directly caused by the CPD's negligence, or willful and wanton actions or omissions; (ii) actions or omissions of C3's Subcontractors in connection with the Festival, any amusement, liquor, leasehold or sales taxes or assessment related to the Festival, (iv) C3's breach of this Agreement, any misappropriation or misuse of funds by C3 or any of its employees, representatives, l'l< Live agents or any other person acting on C3's behalf, or (vi) C3's willful and wanton misconduct. The CPD will each have the right to participate in the defense of any such claim through counsel of its own choosing. The CPD may not settle, compromise or pay any third party claim for which it seeks indemnification from C3 without the prior written consent of C3, such consent not to be unreasonably withheld. 14.3 By C3 for Prior Festivals. C3 will indemnify, hold harmless and defend the CPD and Parkways and their directors, commissioners, officers, employees, volunteers and agents from and against any loss, damage, cost, expense, action, claim, demand or liability (including reasonable attomeys' fees) to the extent related to or arising from any Festival that was held in 2005, 2006, 2007, 2008, 2009, 2010 or 2011 (each a "Prior Festival"), except to the extent that such loss, damage, cost, expense, action, claim, demand or liability, including reasonable attorneys' fees was directly caused by the CPD's or Parkways' negligence, or willful and wanton actions or omissions related to the Prior Festivals; (ii) actions or omissions of C3's Subcontractors in connection with the Prior Festivals, any amusement, leasehold or sales taxes or assessment related to the Prior Festivals, (iv) C3's breach of the Amended Multi-Year Festival Agreement dated as of December 19, 2008 by and among the CPD, Parkways and C3, or the Multi-Year Festival Agreement dated as of October 25, 2006 by and among, the CPD, Parkways and CSE, (V) any misappropriation or misuse of funds by C3 or any of its employees, representatives, agents or any other person acting on C3's behalf, or C3's willful and wanton misconduct. The CPD and Parkways will each have the right to participate in the defense of any such claim through counsel of its own choosing. The CPD and Parkways may not settle, compromise or pay any third party claim for which it seeks indemnification fi'om C3 without the prior written consent of C3, such consent not to be unreasonably withheld. 14.4 By CPD for Prior Festivals. To the extent permitted by Applicable Law, CPD will indemnify, hold harmless and defend the C3 and its directors, commissioners, officers, employees, volunteers and agents from and against any loss, damage, cost, expense, action, claim, demand or liability (including reasonable attomeys' fees) to the extent related to or arising from breach of the Amended Multi-Year Festival Agreement dated as of December 19, 2008 by and among the CPD, Parkways and C3, or the Multi-Year Festival Agreement dated as of October 25, 2006 by and among, the CPD, Parkways and CSE, or (ii) CPD's willful and wanton misconduct related to such Prior Festivals. C3 will have the right to participate in the defense of any such claim through counsel of its own choosing. C3 may not settle, compromise or pay any third party claim for which it seeks indemnification from CPD without the prior written consent of CPD, such consent not to be unreasonably withheld. 14.5 Waiver. To the extent permissible by Applicable Law, C3 waives any limits to the amount of its obligations to indemnify, defend or contribute to any sums due under any indemnification claim, including any claim by any employee of C3 that may be subject to the Workers Compensation Act, 820 ILCS 305/1 et seq. or any other related law or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991)). The CPD, however, shall not waive any .limitations it may have on its liability under the Illinois Workers Compensation Act, the Illinois Pension Code, any other statute or judicial decision (such as Kotecki v. Cyclops Welding Corporation, 146 Ill. 2d 155 (1991)). TK Live FINAL 14.6 Survival. This Article 14 and the parties' obligations hereunder shall survive the termination of this Agreement. 14.7 Additional Obligations. C3 acknowledges that the requirements set forth in this section to indemnify, hold harmless and defend the CPD are separate and apart from and not limited by C3's other obligations under the Agreement, including the requirement of maintaining certain insurance. The CPD acknowledges that the requirements set forth in this section to indemnify, hold harmless and defend C3 are separate and apart from and not limited by the CPD's other obligations under the Agreement. 15. INSURANCE C3 shall maintain the insurance set forth on Exhibit C. 16. COMPLIANCE WITH LAWS, AND RESTRICTIONS ON USE 16.1 General Compliance with Laws. Each of the parties shall comply with all Applicable Laws in connection with this Agreement and the Festival. Without limiting the foregoing, C3 shall comply as applicable with the Illinois Environmental Protection Act, the Chicago Municipal Code Noise Ordinance, and the Lake Front Protection Ordinance in connection with the Festival. C3 shall use its reasonable efforts to ensure that the Festival attendees and its Subcontractors shall comply with all Applicable Laws at the Festival and in the Festival Area. The CPD shall not be required to take any action which is inconsistent with its federal or state constitutional obligations or its obligations as a governmental entity. 16.2 Alcoholic Beverages. C3 specifically agrees not to permit the sale or distribution of any alcoholic or intoxicating beverages at the Festival except in compliance with all Applicable Laws. 16.3 No Illegal Drugs. C3 shall use its reasonable efforts to ensure that illegal narcotics, stimulants or other banned or illicit substances are not being used, sold or distributed at the Festival. 16.4 Immoral Acts. C3 shall not permit any of its employees to engage in any immoral conduct at the Venue. C3 will use its reasonable efforts to ensure that no Festival attendees engage in any immoral conduct at the Venue. 16.5 No Endangerment of Public Safety. C3 shall take all actions reasonably necessary to ensure the safety of Festival attendees. 16.6 Compliance with Food and Safety Laws. C3 shall take all actions reasonably necessary to ensure that all food, beverages and other concessions are being stored, prepared and sold in compliance with food and safety laws and other Applicable Laws. 16.7 Compliance with Environmental Laws. C3 shall take all actions reasonably necessary to ensure that C3 and its Subcontractors comply with all environmental laws as are applicable to C3 in the performance of its obligations and exercise of its rights under this Agreement. TK Live FINAL 16.8 Compliance with the Illinois Prevailing Wage Act and the Davis--Bacon Act. At all times, C3 shall comply with the Illinois Prevailing Wage Act, 820 ILCS 130 et seg., and the Davis-Bacon Act, to the extent that these laws are applicable to the C3 in connection with the performance of its obligations and exercise of its rights under this Agreement. 16.9 Anti-Discrimination. C3 shall not discriminate on the basis of race, color, religion, sex, national origin, ancestry, age, marital status, physical or mental handicap, unfavorable discharge from military service, parental status, or sexual orientation with respect to employment practices, in providing access to the Festival, providing services under this Agreement, soliciting for or purchase of goods or services, or subcontracting of work in the performance of this Agreement. 16.10 Illinois Human Rights Act. As it relates to its activities in Illinois, C3 shall have a written policy as required by 775 ILLS 5/2 105, et seq., (the "Illinois Human Rights Act"). C3 shall have a written sexual harassment policy that shall include, at a minimum, the following information: the illegality of sexual harassment; (ii) the definition of sexual harassment Lmder state law; a description of sexual harassment; (iv) C3's internal complaint process; the legal recourse, investigative and complaint process available through the Illinois Department of Human Rights and the Commission of Human Rights; (vi) directions on how to contact the Department of Human Rights and Commission of Human Rights; and (vii) protection against retaliation as provide by Section 6 101 of the Illinois Human Rights Act. A copy of the policies shall be provided to the Department of Human Rights or the CPD upon request. 16.11 Compliance. As it relates to the Festival, C3 shall make reasonable efforts to utilize qualified and available certified woman business enterprises and minority business enterprises as Subcontractors to the fullest extent that it is commercially reasonable to achieve a utilization goal of at least five percent for WBES and twenty-five percent for MBES Goals") including, but not limited to concessionaires and caterers for the estival's food courts and other areas. In the event C3 learns that any such does not maintain appropriate certifications as a MBE or WBE or loses their certification, C3 will use all good faith efforts to replace them with appropriately certified MBES or WBES. 16.12 Ethics Code. Each party acknowledges that this Agreement is voidable at the option of any party if it was entered into, negotiated or performed in violation of any of the provisions (existent as of the date of this Agreement) of the Ethics Code, Chapter of the Code of the CPD (the "Ethics Code"). Each of the parties hereto represents and warrants to the other that, to its actual knowledge (without inquiry) as of the date of execution of this Agreement, this Agreement was not entered into or negotiated in violation of the Ethics Code. Each party acknowledges that it must comply with all applicable provisions of the Ethics Code. 16.13 Conflicts of Interest. No member of the CPD's Board (or any person who has served in such capacity during the prior two years) and no other trustee, officer, employee or agent of the CPD shall have any Pecuniagy Interest (as defined in Schedule A of the Ethics Code) in this Agreement, whether directly or indirectly, or in the name of any other Person. Each of the parties hereto represents and warrants to the other that, to its actual knowledge (without inquiry) as of the date of execution of this Agreement, no such Pecuniary Interest exists. Any contract in TK Livc FINAL which any member of the CPD's Board shall have any such Pecuniary Interest with the knowledge of C3 shall be null and void. 16.14 Public Officer Prohibited Activities Act. This Agreement shall not be legally binding on any party if entered into in violation of the provisions of 50 ILCS 105, the Public Officer Prohibited Activities Act and each of the parties hereto represents and warrants to the other that, to its knowledge, this Agreement was not entered into in violation thereof. 16.15 Non-Collusion. C3 and the CPD, in performing their respective obligations under this Agreement, shall comply with all Applicable Laws regarding collusion and bribery. 17. MISCELLANEOUS 17.1 Amendments; Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the parties hereto, and then such waiver or consent shall be effective only for the specific purpose for which given. The making or failure to make any payment, take any actions or waive any rights shall not be deemed an amendment of this Agreement nor a consent to such action or to any future action or failure to act, unless the party required to so consent or act expressly agrees in writing. No waiver by any party of any breach of any provision of this Agreement shall be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power or remedy under this Agreement. No notice to, or demand on, any party in any case shall, of itself, entitle such party to any other or further notice of demand in similar or other circumstances. 17.2 Choice of Law. This Agreement shall be governed by, and construed and enforced in accordance with the internal laws of the State of Illinois, without regard to the choice of law provisions of the State of Illinois. 17.3 Attomeys' Fees. In the event any legal proceeding is commenced for the purpose of interpreting, construing, enforcing or claiming under this Agreement, the prevailing party, as determined by the court, shall be entitled to recover reasonable attorneys' fees and costs in such proceeding or any appeal therefrom. 17.4 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which shall together constitute one and the same instrument. A facsimile or other electronic signature of any party shall be considered to have the same binding effect as an original signature. 17.5 Cumulative Rights and Remedies. Unless otherwise provided, the rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any other remedy. 17.6 Drafting. The parties acknowledge and confirm that each of their respective - attorneys has participated jointly in the review and revision of this Agreement and that it has not - been written solely by counsel for one party. The parties hereto stipulate and agree that the rules of construction to the effect that any ambiguities are to be or may be resolved against the drafting TK Lave FINAL party shall not be employed in the interpretation of this Agreement to favor any party against another. 17.7 Entire Agreement. This Agreement contains the entire agreement between the Parties hereto, amends, restates, and replaces in its entirety the parties existing Amended Multi- Year Festival Agreement dated as of December 19, 2008, and there are no promises, agreements, conditions, undertakings or warranties or representations, oral or written, express or implied or by operation of law, between them or other than as herein set forth or as specifically referred to herein. 17.8 Expenses. Each party hereto shall bear its own costs and expenses with respect to the preparation, negotiating, execution and delivery of this Agreement. 17.9 Further Assurances. Each party shall execute and deliver such other reasonable documents, instruments and agreements, and take such actions as are reasonably necessary or desirable to effectuate the transactions contemplated herein or as required by Applicable Law. 17.10 Headings. The captions and headings throughout this Agreement are for convenience and reference only and the words contained therein shall in no way be held or deemed to define, limit, describe, explain, modify, amplify or add to the interpretation, construction or meaning of any provisions of this Agreement or the scope or intent thereof, nor in any Way affect this Agreement. 17.11 Jurisdiction, Venue and Forum. Each party irrevocably agrees that all judicial actions or proceedings in any way, manner or respect, arising out of or from or related to this Agreement shall be litigated only in courts having sites within the City and appeal courts within the State of Illinois. Each party hereby consents to the jurisdiction of any local, state, or federal court located within the City and hereby waives any objections each party may have based on improper venue or forum non conveniens to the conduct of any proceeding instituted hereunder. 17.12 Jury Trial. Each party irrevocably waives any right to trial by jury in any judicial action or proceeding regarding this Agreement to enforce or defend any rights or any arbitration iuling under or in connection with this Agreement or any amendment, instrument, document or other agreement delivered or which may in the fiiture be delivered in connection herewith or therewith, or (ii) arising from any dispute or controversy in connection with or related to this Agreement or any such amendment, instrument, document or other agreement. 17.13 Late Payments. All undisputed amounts payable hereunder by any party shall, from and after the date on which such amount is due until the date that such amount is paid, bear interest at the rate of two percent per annum in excess of the corporate base (or equivalent) rate charged from time to time by Bank of America or its successor. 17.14 No Agency or Partnership Relationship Nothing in this Agreement is intended nor shall be deemed to create an agency, relationship, partnership, or joint venture between C3 on the one hand, and the CPD on the other hand. TK Live INAL Nothing in this Agreement is intended nor shall be deemed to grant to the C3 any power, right or authority to bind or otherwise contractually obligate the CPD. Nothing in this Agreement is intended nor shall be deemed to grant to the CPD any power, right or authority to bind or otherwise contractually obligate C3. No employee of C3 shall be deemed an employee of the CPD. No employee of the CPD shall be deemed an employee of the C3. 17.15 Notices; Communication. All notices, requests, demands and other corrnnunications provided for hereunder shall be in writing, sent by certified or registered mail, postage prepaid, by facsimile, telegram or nationally recognized overnight carrier or delivered in person, and addressed as follows: If to C3 C3 Presents LLC 300 West Street, Suite 2100 Austin, Texas Attention: Charlie Jones and Lawrence Temple If to the CPD: Chicago Park District 541 North Fairbanks Court Chicago, Illinois 6061 1 Attention: General Superintendent and First Deputy General Counsel With cc to: Burke, Warren, MacKay Serritella, and P.C. 330 North Wabash, 22"" Floor Chicago, Illinois 60611 Attention: Patrick J. Bruks or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection. Each party is hereby authorized to rely upon and accept as an original any document or other communication which is sent to such party by facsimile or other electronic transmission (each, a "Communication") which such party in good faith believes has been signed by the other party and has been delivered to such party by a properly authorized representative of the sending party, whether or not that is in fact the case. Notwithstanding the foregoing, no party shall be obligated to accept any such Communication as an original and may in any instance require that an original document be submitted to it in lieu of, or in addition to, any such Communication. 17.16 Service of Process. Each party hereby waives personal service of any and all process and consents that all such service of process may be made by certified mail, return receipt requested, directed to such party as set forth herein in the manner provided by applicable statute, law, rule of court or otherwise. 17.17 Severability. In the event that any provision of this Agreement or the application thereof is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement and the application thereof shall not be affected thereby. TK Live FINAL 17.18 Third Party Beneficiaries. Except for the indemnity provisions inuring to the benefit of the parties set forth therein, this Agreement, whether express or implied, is not intended to confer upon any person or entity any rights or remedies under or by reason of this Agreement on any persons other than the Parties hereto and their respective successors and assigns. 17.19 Recordation. Neither Party may make any filing nor recordation of this Agreement to protect their rights and interests hereunder. 17.20 Force Majeure. Except as otherwise provided herein, neither party shall be obligated to perform hereunder and neither party shall be deemed to be in default if performance is prevented by fire, hurricane, flood, tornado, act of God, terrorist act, major mechanical or structural failure, or civil commotion materially and adversely affecting the operation of the Festival, or any law, rule, regulation or order of any public or military authority stemming from the existence of economic or emergency controls, hostilities, or war; provided, however, that any such occurrence or the adverse effects of such occurrence are not reasonably foreseeable and are beyond the reasonable control of the affected party; provided further that each party shall take reasonable actions to mitigate any unforeseen events. 17.2] Strikes and Labor Matters. Neither party shall be obligated to perform any of its obligations hereunder, nor shall either party be deemed to be in default, to the extent performance is prevented by strikes or labor disputes (provided that such party has not committed unfair labor practices and provided further, that such party shall take reasonable steps to mitigate such strike or labor dispute), nor shall employees of C3 or the CPD be required to cross picket lines(s) at the Festival or at the Festival Area. 17.22 Intemretation. The headings contained in this Agreement are for convenience of reference only and shall not limit or otherwise affect i.n any way the meaning or interpretation of the Agreement. Words importing the singular shall include the plural and vice versa, unless the context shall otherwise indicate. Words of any gender include the correlative words of the other gender. All references to any Exhibit shall be deemed to include all supplements and/or amendments to such Exhibits. 17.23 Dispute Resolution. With respect to any dispute arising from this Agreement, each party shall be obligated to follow the following procedure: First, a CPD authorized representative and a C3 authorized representative shall attempt in good faith to resolve such a dispute in a timely manner; second, if they cannot reach a resolution in a timely manner, then the CPD General Superintendent and C3 designee shall attempt in good faith to resolve such dispute in a timely manner; and third, if they cannot reach a resolution in a timely manner, then the parties be entitled to file or institute a suit, action or proceeding in a court of competent jurisdiction. 17.24 Successors and Assigns. Subject to the provisions set forth herein, this Agreement shall bind and inure to the benefit of C3, the CPD and their respective successors and assigns. Neither C3 nor the CPD shall assign, transfer or otherwise convey all or any portion of this Agreement without the prior written consent of the other parties. TK Live FINAL 17.25 No Personal Interest. No member of the governing body of the CPD or other unit of government and no other officer, employee, or agent of the CPD or other unit of government who exercises any functions or responsibilities in connection with the carrying out of the project shall have any personal interest, direct or indirect, in this Agreement. 17.26 Subpoena. If any party is presented with a request for documents by any administrative agency or with a subpoena duces tecum regarding any records, data or documents which may be in that party's possession by reason of this Agreement, that party must give notice to the other parties with the understanding that the other parties' will have the opportunity to contest such process by any means available to it before the records, data or documents are submitted to a court or other third party. The first party, however, is not obligated to withhold the delivery beyond the time ordered by the court or administrative agency, unless such subpoena or request is quashed or the time to produce is otherwise extended. 17.27 Timeliness of Performance. The parties shall satisfy their respective obligations in compliance with any specific time limits required by this Agreement. The parties acknowledge that TIME IS OF THE ESSENCE. 17.28 Non--Liabilitv of Public Officials. C3 shall not charge any official, employee or agent of the CPD personally with any liability or expenses of defense or hold any official, employee or agent of such other party personally liable to them under any term or provision of this Agreement or because of the CPD's execution, attempted execution or any breach of this Agreement, except in connection with or related to misappropriation, fraud or other financial misconduct. The limitation on liability survives termination of this Agreement for matters occurring or arising during the em or as a result of or during the C3's performance of services beyond the Term. 17.29 70 ILCS 1505/ 1 The parties acknowledge and agree that this Agreement is subject to 70 ILCS 1505/ 17(i) and pursuant to 70 ILCS 1505/ 1 7(i) contracts that the CPD makes for a period of more than one year shall be executory only for the amounts for which the CPD may become lawfully liable in succeeding fiscal years, and (ii) any CPD expenditure beyond the current fiscal year is subject to appropriation in subsequent fiscal year budgets. PAGE TK Live FINAL By their authorized representatives' signatures, the parties agree to and accept this Second Amended Multi--Year Festival Permit Agreement as of the date first above written. C3 PRESENTS LLC By: . Name; Title: CHICAGO PARK DISTRICT 144, Name: . Title: -4-C Ea Attest: Name: - - -LL Title: The undersigned acknowledges and agrees as follows: for so long as the Festival is called "Lollapalooza," the undersigned will receive a benefit from the CPD entering into this Second Amended Multi-Year Festival Permit Agreement, (ii) the undersigned guaranties the prompt and full payment and performance by C3 of its obligations under the Second Amended Multi-Year Festival Permit Agreement only for the years in which the Festival is called "Lollapalooza", and the undersigned agrees that the CPD is relying upon and but for the undersigned's guaranty, the CPD would not have executed the Second Amended Multi-Year Festival Permit Agreement. CARING AND RING, LLC By: Name: Title: Date: [(J7205v5 26 EXHIBIT A FESTIVAL AREA Exhibit A EXHIBIT LOAD-IN LOAD--OUT AREA Exhibit ll07205v5 EXHIBIT INSURANCE REQUIREMENTS Reguirements. During the entire Term of this Agreement, C3 agrees to procure and maintain at C3's own expense the types of insurance specified belowlO7205v5 Worker's Compensation and Occupational Disease Insurance. Worker's Compensation and Occupational Disease Insurance covering all employees in accordance with the laws of the State of Illinois, with statutory limits, and Employer's Liability coverage with limits not less than $1,000,000 each accident or illness. Commercial General Liability Insurance (Primary Umbrella). Commercial General Liability Insurance (or equivalent, see Garage Liability below) with not less than $1,000,000 combined single limits per occurrence and aggregate for bodily injury, property damage, and personal injury, including, but not limited to, coverage for premises/operations, products/completed operations with extension of 2 years, contractual liability, independent contractors, broad from property damage, property under care/custody/control, and explosion/collapse/underground (XCU) hazards, if applicable. The CPD is to be named as an additional insured on a primary, non- contributory basis. Automobile Liability Insurance (Primary Umbrella). Commercial Automobile Liability Insurance, covering all owned, non-owned and hired vehicles, including the loading and unloading thereof, with limits not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. In addition, all mobile equipment, which is the personal property of the CPD and is assigned to eventual C3 for use by C3 and/or its subcontractors, shall be scheduled on its Commercial Automobile Insurance for coverage under the liability section. Any deductibles shall be the sole responsibility of C3 and/or its subcontractors. The CPD is to be named as an additional insured on a primary, non-contributory basis. Crime/Fidelity Insurance. Crime/Fidelity Insurance including, but not limited to, coverage of Employee Dishonesty, Disappearance, and Destruction, Computer Fraud, Forgery, and Money and Securities (inside and outside) with limits not less than $1,000,000. Excess Liability Insurance. Excess Liability Insurance with limits not less than $3,000,000. The CPD is to be named as an additional insured on a primary non- contributory basis. Primary Coverage and Additional Insured. C3's insurance coverage shall be primary insurance as respects to the CPD and its officers, officials, employees and volunteers. C3's insurance coverage shall name the CPD as an additional insured No Contributions. Any insurance or self--insurance maintained by the CPD, its officers, officials, employees or volunteers shall not contribute to C3's Insurance. Exhibit C-1 (3) (9) (10) (11) (12) (13) (14) (15) (16) llU7205v5 Notice. The insurance policy required by this Article shall provide that coverage shall not be suspended, voided, canceled, or non-renewed until after sixty (60) days prior written notice has been given to the CPD and C3. Rating. Insurance is to be issued by a company or companies authorized to do business in the State of Illinois with a Best's rating of no less than covering all operations under this Agreement. Certificates. C3 shall furnish the CPD with a certificate(s) of insurance and with original endorsements effecting coverage required by this clause. Procurement. The CPD shall not have any responsibilities whatsoever to C3 with respect to any insurance coverage, its procurement or the absence thereof. Indemnification. C3 expressly understands and agrees that any insurance protection fi.11'l'liSl'l6Cl by C3 hereunder shall in no way limit its responsibility to indemnify and hold harmless the CPD pursuant to the terms of this Agreement nor be used to offset the C3's indemnification obligations. Waiver of Subrogation. C3 and the CPD agree that all insurance against loss or damage to property and business interruption or rent loss shall be endorsed to provide that any release from liability or waiver of claim for, recovery from the other party entered into in writing by the insured thereunder prior to any loss or damage shall not affect the validity of said policy or the right of the insured to recover thereunder and providing further that the insurer waives all rights of subrogation which such insurer might have against the other party. Without limiting any release or waiver of liability or recovery contained in any other section of this Agreement, but rather in confirmation and furtherance thereof, each of the Parties hereto waives all claims for recovery from the other party for any loss or damage to any of its propeity or damages as a result of business interruption or rent loss insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance policies. Subcontractors and Independent Contractors. C3 shall require all subcontractors and independent contractors including, but not limited to, ushers, gatemen, security forces, maintenance, custodians, concessionaires, landscapers, exterminators, medical/ambulance service and food sanitation inspectors to procure and maintain insurance as required and submit documentation of the maintenance of such insurance from time to time as may be required by the CPD. Annual Submission of Proof of Insurance. Before each year's Festival, C3 shall furnish the CPD with original insurance certificates evidencing the required coverages. In addition, C3 shall annually furnish the CPD copies of receipts for payments of premiums regarding such policies. Increased Coverage. Given the length of the Term of this Agreement, C3 acknowledges that the CPD may require increases from time to time in the dollar amount of coverages set forth on this Exhibit C. C3 shall comply with such increased requirements. Exhibit C-2 SCHEDULE 1 CLEAN UP Clean-up will include debris, litter, trash, and waste pick up at the following locations: the Festival grounds during set up and take down days; (ii) the Festival grounds during the event, including the areas where the porta--potties and hand washing units are located; the exterior areas immediately adjacent to the Festival Area such as the sidewalk along Columbus; all bushes, shrubs, and flower planters along Columbus; the Buckingham Fountain Table; and along the LSD sidewalk of the Festival Area; (iv) the park spaces located along the west side of Columbus, especially: the box office location and areas immediately adjacent to it; the area from Congress to Jackson, where the vegetable garden and Lincoln statute are located and the area behind the statute; and the light poles located along Columbus, and along Congress (because guerilla marketers attached their posters to the poles); and the Petrillo Band Shell (including the stage and interior spaces there and this will also include cleaning the carpet located in the office space). Subclauses and (iv) shall be provided continuously each day by teams whose responsibility will be the pickup of debris, litter, trash, and waster in the areas mentioned above. Additionally, clean up services will also include the following: power washing certain areas including but not limited to the food courts (streets and sidewalks located there), areas where garbage trucks stage, and any other area that the CPD may direct (this service may be required prior to the first day of the Festival to ensure that it opens in a clean state); (ii) street sweeping at the end of each day, providing trash compactors (if possible), (iv) waste hauling (this would include paying all tipping fees; and it would also include the delivery of any dumpster(s), and removal of trash from the dumpster), providing garbage cans and carts every day throughout the entire Festival Area during the following days: set up, Festival itself, and take down; and (vii) providing extermination services. By mutual agreement between C3 and the CPD, the CPD will provide the clean--up in this Schedule 1 and C3 will compensate the CPD the agreed upon amount. Schedule I |l07205v5