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<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall
<br />be determined and governed by the laws of the State of California. Both parties further agree that
<br />Orange County, California, shall be the venue for any action or proceeding that may be brought or
<br />arise out of, in connection with or by reason of this Agreement.
<br />
<br />14.
<br />
<br />INDEMNIFICATION AND HOLD HARMLESS CLAUSE
<br />
<br />Event Producer agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, and representatives :ITom liability: (1) for personal injury, damages, just compensation,
<br />restitution, judicial or equitable relief arising out of claims for personal injury, including health, and
<br />claims for property damage, which may arise :ITom the direct or indirect operations of the Event
<br />Producer or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in section 1 of this Agreement; and (2) :ITom any claim that
<br />personal injury, damages, just compensation, restitution, judicial or equitable, including any claims
<br />made by artist or representatives of artist that the City has violated any copyright law( s) relief is due
<br />by reason of the terms of or effects arising :ITom this Agreement. This indemnity and hold harmless
<br />agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief
<br />suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by
<br />reason of the terms of, or effects, arising :ITom this Agreement. The Event Producer further agrees to
<br />indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for
<br />special counsel to be selected by the City, regarding any action by a third party challenging the
<br />validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution,
<br />judicial or equitable relief due to personal or property rights arises by reason of the terms of, or
<br />effects arising :ITom this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
<br />
<br />15.
<br />
<br />BREACH
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of the Event
<br />Producer to perform all necessary functions and activities for the two (2) day Fiestas Patrias
<br />California Celebration of September 11 and 12, 2004 in Downtown Santa Ana, failure by Event
<br />Producer to perform the Scope of Work, at a minimum specified in Section 1 and Exhibit A, shall be
<br />considered a material breach of this agreement. The CITY shall be entitled to all legal and equitable
<br />remedies including but not limited to incidental and consequential damages.
<br />
<br />16.
<br />
<br />ASSIGNABILITY
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of EVENT
<br />PRODUCER, EVENT PRODUCER may not assign, transfer, delegate, or subcontract any interest
<br />herein without the prior written consent ofthe CITY and any such assignment, transfer, delegation or
<br />subcontract without the CITY'S prior written consent shall be considered null and void. Nothing in
<br />this Agreement shall be construed to limit the CITY'S ability to have any of the services which are
<br />the subject to this Agreement performed by CITY personnel or by other Event Producers retained by
<br />CITY.
<br />
<br />17.
<br />
<br />COMPLIANCE WITH COPYWRITE LAWS
<br />
<br />Event Producer understands that the songs used by its performers may be copywritten music
<br />pursuant to federal law, and, if so, that the Artist may have certain rights relative thereto. This
<br />Agreement is explicitly made subject to the artist rights under any such agreement and any applicable
<br />
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