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DOWNTOWN, INCOPORATED <br />305 E. 4th Street, Suite 200 <br />Santa Ana, CA 92701 <br />Attn: President <br />a <br />10. NONDISCRIMINATION. <br />10.1. The ASSOCIATION represents and agrees that it does not and will not <br />discriminate against any employee or applicant for employment because of <br />political affiliation or opinion, age, ancestry, marital status, physical condition, <br />pregnancy or pregnancy -related condition, race, religion, color, sex, sexual <br />orientation, national origin or medical condition. <br />11. GENERAL PROVISIONS. <br />11.1. Assi nment. Neither this Agreement, nor any interest herein, shall be assigned by <br />any party without the prior written consent of the other party. <br />11.2. Independent Contractor. It is agreed and understood that the ASSOCIATION is a <br />wholly independent contractor. This Agreement is not intended and shall not be <br />construed to create the relationship of agent, employee, servant, partnership, joint <br />venture or association as between the CITY and the ASSOCIATION. Neither the <br />CITY nor its agents shall have control over the conduct of the ASSOCIATION <br />except as set forth herein. The CITY shall have no liability or responsibility for <br />payment of any wage or benefits to the ASSOCIATION's employees, for whom <br />the DISTRICT shall bear sole responsibility and liability. <br />11.3. Default of Contractor. In the case of default by the ASSOCIATION in providing <br />any service, or in performing this Agreement, the CITY may, in addition to all <br />other remedies it may have, including but not limited to termination of the <br />Agreement and/or filing of a suit at law or equity, obtain such services from other <br />sources and deduct the cost thereof from any costs due or thereafter owing to the <br />ASSOCIATION relating to such items or to otherwise claim and collect such <br />costs provided City has advised ASSOCIATION of such failure to perform such <br />services and ASSOCIATION has been given a reasonable amount of time to cure <br />such default. <br />11.4. Indemnitv. The ASSOCIATION shall indemnify and hold the CITY harmless <br />and defend, with counsel acceptable to the CITY, the CITY and every officer, <br />employee and agent of the CITY, from any and all claims, causes of action, <br />damages to persons or property, penalties, obligations, liabilities or financial <br />losses, including, without limitation, attorney's fees and court costs arising <br />directly or indirectly from any or all negligent or other wrongful acts, errors or <br />