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<br />validity ofthis 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 from this Agreement. City may make all reasonable decisions with respect to its
<br />representation in any legal proceeding.
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<br />15. BREACH
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<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 Santa
<br />Ana Festival of September 15 and 16, 2007 in Downtown Santa Ana, failure by Event Producer to
<br />perform the Scope of Work, at a minimum specified in Section l(a)-(s) 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.
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<br />16. ASSIGNABILITY
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<br />Inasmuch as this Agreement is intended to secure the specialized services of Event Producer,
<br />Event Producer 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 the
<br />City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
<br />construed to limit the City's ability to have any ofthe services which are the subject to this
<br />Agreement performed by City personnel or by other Event Producers retained by City.
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<br />17. COMPLIANCE WITH COPYWRITE LAWS
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<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 />law or regulation, if any. To the extent that there is a conflict between any such agreement, applicable
<br />law or regulation and this Agreement, the terms of such, applicable law or regulation shall prevail.
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<br />Event Producer shall defend, indemnify and save harmless City, its officers, agents,
<br />volunteers and employees, against any and all damages from any and all claims, demands, suits,
<br />actions, or proceedings of any kind of nature, including, but not by way of limitation, violations of
<br />federal copywrite laws and/or regulations or by anyone whomsoever, in any way resulting from or
<br />arising out of Event Producer's acts or omissions in connection with this Agreement, including acts
<br />or omissions of subcontractors and acts or omissions of employees or agents of Event Producer or its
<br />subcontractors.
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<br />18. LICENSES
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<br />Event Producer shall, throughout the term of this Agreement, maintain all necessary licenses,
<br />permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
<br />and required by the laws and regulations of the United States, the State of California, the City of
<br />Santa Ana and all other governmental agencies. Event Producer shall notify the City immediately and
<br />in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and
<br />exemptions. Said inability shall be cause for termination of this Agreement.
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