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<br />This Agreement and all questions relating to its validity, interpretation, performance, and
<br />enforcement shall be governed and construed in accordance with the laws of the State of
<br />California. This Agreement has been executed and delivered in the State of California and the
<br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
<br />shall be determined and governed by the laws of the State of California. Both parties further
<br />agree that Orange County, California, shall be the venue for any action or proceeding that may be
<br />brought or arise out of, in connection with or by reason of this Agreement.
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<br />11. HOLD HARMLESS CLAUSE
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<br />AGENT agrees to and shall indemnify and hold harmless the City, its officers, agents,
<br />employees, and representatives from liability: (1) for personal injury, damages, just
<br />compensation, restitution, judicial or equitable relief arising out of claims for personal injury,
<br />including health, and claims for property damage, which may arise from the direct or indirect
<br />operations of the AGENT or its contractors, subcontractors, agents, employees, or other persons
<br />acting on their behalf which relates to the services described in section 1 of this Agreement; and
<br />(2) from any claim that personal injury, damages, just compensation, restitution, judicial or
<br />equitable relief, including any claims made by performers that the City has violated any copyright
<br />law(s), is due by reason of the terms of or effects arising from this Agreement. This indemnity
<br />and hold harmless agreement applies to all claims for damages, just compensation, restitution,
<br />judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events
<br />referred to in this Section or by reason of the terms of, or effects, arising from this Agreement.
<br />The AGENT further agrees to indemnify, hold harmless, and pay all costs for the defense of the
<br />CITY, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal
<br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or
<br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may
<br />make all reasonable decisions with respect to its representation in any legal proceeding.
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<br />12. BREACH
<br />
<br />Inasmuch as this Agreement is intended to secure the specialized services of Little Joe y
<br />La Familia, failure of the group to appear and perform shall be considered a material breach of
<br />this agreement. The CITY shall be entitled to all legal and equitable remedies including but not
<br />limited to incidental and consequential damages.
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<br />13. ASSIGNABILITY
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<br />Inasmuch as this Agreement is intended to secure the specialized services of AGENT,
<br />AGENT may not assign, transfer, delegate, or subcontract any interest herein without the prior
<br />written consent of the CITY and any such assignment, transfer, delegation or subcontract without
<br />the CITY'S prior written consent shall be considered null and void. Nothing in this Agreement
<br />shall be construed to limit the CITY'S ability to have any of the services which are the subject to
<br />this Agreement performed by CITY personnel or by other Agents retained by CITY.
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