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omissions of the ASSOCIATION, its agents, employees and subcontractors in the <br />performance of this Agreement. <br />11.5 Indemnitv. The CITY shall indemnify and hold the ASSOCIATION harmless and <br />defend, with counsel acceptable to the ASSOCIATION, the ASSOCIATION and <br />every officer, director, employee and agent of the ASSOCIATION, from any and <br />all claims, causes of auction, damages to persons or property, penalties, <br />obligations, liabilities or financial losses, including, without limitation, attorney's <br />fees and court costs arising directly or indirectly from any or all negligent or other <br />wrongful acts, errors or omissions of the CITY, its agents, employees and <br />subcontractors in the performance of this Agreement. <br />11.6. Entire Agreement. This Agreement contains the entire agreement of the parties <br />with respect to the subject matter hereof. This Agreement may only be modified <br />in writing signed by both parties. <br />11.7. Governing Law. This Agreement shall be governed by the laws of the State of <br />California. <br />11.8. Time of Essence. Time is of the essence of each and every provision of this <br />Agreement. <br />ATTEST: CITY OF SANTA ANA <br />Patricia E. Heal c �I— <br />Y �" avid N. Ream <br />Clerk of the Council City Manager <br />AS TO <br />DOWNTOWN, INCORPORATED <br />By: <br />Its: President <br />