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CONSTELLATION
<br /> 7. Indemnification. Client agrees to Indemnify,defend and hold harmless Caterer and its parents, subsidiaries and
<br /> affiliates, and each of their respective partners, members, managers, officers, directors, employees, agents and
<br /> representatives, against any and all loss, damage, liability,claim, demand, suit and expense (including reasonable
<br /> attorneys'fees and related costs and expenses) resulting from injury and harm (including death) to all persons or property
<br /> (including Client's Property) arising out of or in any way connected with Client or the Event (including actions of guests,
<br /> vendors and contractors attending the Event), provided, however, that nothing herein shall require Client to indemnify
<br /> Caterer for claims to the extent arising out of the gross negligence or willful misconduct of Caterer, its employees or
<br /> contractors.The rights and obligations of this paragraph shall survive termination of this Agreement.
<br /> 7.1 Insurance, Caterer shall submit to the City proof of insurance consistent with the insurance requirements
<br /> of the City's Agreement with Bower's Museum. A copy of the Bowers Agreement shall be provided by City
<br /> staff. Caterer shall provide a copy of its certificate of insurance to City Staff and Bowers Museum upon full
<br /> execution of the Agreement.
<br /> 0. Conduct. Client and Caterer agree to conduct the Event in an orderly manner, and in full compliance with all
<br /> applicable laws, ordinances and regulations, and, if applicable, the rules and regulations of the Facility attached hereto as
<br /> Exhibit A.
<br /> 9. Excused Performance. Caterer's performance is contingent upon the absence of strikes, labor disputes, accidents,
<br /> government restrictions or regulations on operations, commodities or supplies, natural disaster, acts of war or acts of God
<br /> or terrorism, or severe weather conditions, or any other cause beyond Caterer's control (each, a"Force Majeure"). In the
<br /> event Caterer is unable to perform due to an event of Force Majeure, Client's sole and exclusive remedy will be the return
<br /> of Its Deposit(to the extent actually paid) and any other monies paid to Caterer by Client, less any documented out of
<br /> pocket costs and expenses incurred by Caterer in connection with the Event. Upon mutual agreement only, Caterer may
<br /> reschedule the Event to a mutually agreeable date in the future.
<br /> 10. Facility Termination. Caterer assumes no responsibility in the event the Facility is unwilling or unable to have the
<br /> Event occur on the Event Date, and such circumstance shall not relieve Client of its obligations hereunder. Notwithstanding
<br /> anything in this Agreement to the contrary, should the Facility be unwilling or unable to have the Event occur on the Event
<br /> Date, the Caterer agrees to use reasonable efforts to assist Client in Client's endeavors to relocate the Event to a mutually
<br /> agreeable location on the Event Date, or to a mutually agreeable future date at the Facility.
<br /> 11.Relocation. Caterer has advised, and Client acknowledges, that due to circumstances including, but not limited to a
<br /> casualty or Force Majeure affecting the Facility, it may be necessary, as determined in Caterer's sole discretion, to relocate
<br /> the Event to a venue other than the Facility identified herein. Caterer shall provide Client at least sixty (60) days' notice
<br /> prior to any required relocation (the"Relocation Notice"). In the event Caterer provides notice of relocation to Client,
<br /> Caterer will use reasonable efforts to relocate the Event to a venue reasonably similar in capacity and within a reasonable
<br /> distance from the Facility (the"Substitute Venue"). Client shall have a period of five (5) days after the date of the
<br /> Relocation Notice to reject, in writing, the Substitute Venue and to terminate the Event, in which case monies paid to
<br /> Caterer to date shall be returned to the Client in full. In the event Client does not provide written notice of termination
<br /> within the aforementioned timeframe, the Relocation Notice shall serve to amend the Event Facility and all other terms of
<br /> this Agreement shall continue in full force and effect.
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<br /> Santa Ana Police Dept Awards Reception, 2/25/26
<br /> Event Number: BOw_638387, Terms & Condition, Printed: 2/5/26 7
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