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<br />The Deputy City Manager for Development Services or his designee, shall be City's Contract <br />Administrator for this Agreement and all approval and notices required to be given herein shall be so <br />directed and addressed. <br /> <br />11. EXCLUSIVITY AND AMENDMENT <br /> <br />This Agreement represents the complete and exclusive statement between the City and Event <br />Producer, and supersedes any and all other agreements, oral or written, between the parties. In the <br />event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this <br />Agreement shall prevail. This Agreement may not be modified except by written instrument signed <br />by the City and by an authorized representative of Event Producer. The parties agree that any terms <br />or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, <br />the terms and conditions hereof, shall not bind or obligate Event Producer or the City. Each party to <br />this Agreement acknowledges that no representations, inducements, promises or agreements, orally <br />or otherwise, have been made by any party, or anyone acting on behalf of any party that are not <br />embodied herein. <br /> <br />12. DISCRIMINATION <br /> <br />Event Producer shall not discriminate because of race, color, creed, religion, sex, marital <br />status, sexual orientation, age, national origin, ancestry, or disability, as defmed and prohibited by <br />applicable law, in the recruitment, selection, training, utilization, promotion, termination or other <br />employment related activities. Event Producer affirms that it is an equal opportunity employer and <br />shall comply with all applicable federal, state and local laws and regulations. <br /> <br />13. JURISDICTION - VENUE <br /> <br />This Agreement and all questions relating to its validity, interpretation, performance, and <br />enforcement shall be government 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 ofthe 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. 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 from 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 from 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) from 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 vio lated any copyright law( s) relief is due <br />by reason of the terms of or effects arising from 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 from 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 /> <br />7 <br />