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Majeure Event"), then either party may cancel this agreement and neither party shall have any further liabilities and/or obligations in connection with this agreement. 10. Association shall have the right to audit and monitor any and all sales as well as access to the Premises. 11. Renter shall defend, indemnify and save harmless Association and the State of California, their officers, agents, servants and employees from any and all claims, causes of action and suits accruing or resulting from any damages, injury or loss to any person or persons, including all persons to whom the Renter may be liable under any Workers' Compensation law and Renter himself/herself and from any loss,damage,cause of action, claims or suits for damages including but not limited to loss of property,goods,wares or merchandise,caused by, arising out of or in any way connected with the exercise by Renter of the privileges herein granted. 12. Renter further agrees to not sell, exchange or barter,or permit his employees to sell, exchange or barter, any licenses or permits issued to Renter or its employees. 13. It is mutually understood and agreed that this contract or the privileges granted herein, or any part thereof, cannot be assigned or otherwise transferred without the written consent of Association. Subleasing of the Premises is prohibited. 14, It is mutually understood and agreed that no alteration or variation of the terms of this contract shall be valid, unless made in writing and signed by the Parties hereto, and that no oral understanding or agreements not incorporated herein and no alterations or variations of the terms hereof,unless made in writing and signed by the Parties hereto, shall be binding upon any of the Parties hereto. 15. The Rules and Regulations printed on the next page are made a part of this Agreement as though fully incorporated herein, and Renter agrees that he has read this Agreement and the said Rules and Regulations and understands that they shall apply, unless amended by mutual consent in writing of the Parties hereto. 16. In the event Renter fails to comply in any respect with the terms of this Agreement and its Exhibits referred to herein,all payments under this Agreement shall be deemed earned and non-refundable by Association, and Association shall have the right to occupy the Premises in any manner deemed for the best interest of Association. 17. Special Provisions: The Event Sales & Services Policies & Procedures Handbook does hereby become a part of this Agreement by reference and is on file with the Association. By signing the Agreement,Renter acknowledges that they have read the Event Sales &Services Policies& Procedures Handbook and agrees to abide by said Policies and Procedures. 18. This Agreement is not binding upon Association until it has been signed by its authorized representative. IN WITNESS WHEREOF, the Parties hereto have affixed their signatures on the date shown below. The signatories represent and warrant that they were duly authorized by their respective governing bodies to execute this Agreement and the Parties hereby agree to all the terms and conditions set forth in this Agreement. City of Santa Ana 32°d District Agricultural Association obo Santa Ana Police Department 88 Fair Drive 20 Civic Center Plaza Costa Mesa, CA 92626 Santa Ana, CA 92701 By: (See attached signature page) By: Date: Title: Michele Capps, Chief Business Development Officer