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this Section or by reason of the terms of, or effects, arising from this Agreement. The ARTIST <br />further agrees to indemnify, hold harmless, and pay all costs for the defense of the CITY, <br />including fees and costs for special counsel to be selected by the City, regarding any action by a <br />third party asserting that personal injury, damages, just compensation, restitution, judicial or <br />equitable relief due to personal or property rights arises by reason of the terms of or effects <br />arising from this Agreement. City may make all reasonable decisions with respect to its <br />representation in any legal proceeding. <br />10. BREACH <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. <br />ASSIGNABILITY <br />Inasmuch as this Agreement is intended to secure the specialized services of ARTIST, <br />ARTIST 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 of <br />this Agreement performed by CITY personnel or by other Agents retained by CITY. <br />12. COMPLIANCE WITH COPYRIGHT LAWS <br />ARTIST understands that the songs used by its performers may be copyrighted music pursuant to <br />federal law, and, if so, that the Artist may have certain rights relative thereto. This Agreement is <br />explicitly made subject to the artist rights under any such agreement and any applicable law or <br />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 <br />prevail. <br />ARTIST shall defend, indemnify and save harmless CITY, its officers, agents, volunteers and <br />employees, against any and all damages from any and all claims, demands, suits, actions, or <br />proceedings of any kind or nature, including, but not by way of limitation, violations of federal <br />copyright laws and/or regulations or by any one whomsoever, in any way resulting from or <br />arising out of ARTIST'S acts or omissions in connection with this Agreement, including acts or <br />omissions of subcontractors and acts or omissions of employees or agents of ARTIST or its <br />subcontractors. <br />13. LICENSES <br />ARTIST shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />4 <br />