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TO CITY: Community Development Agency M-25 <br />20 Civic Center Plaza <br />P.O. Box 1988 <br />Santa Ana, California 92702-1988 <br />Attn: Deputy City Manager for Development Services <br />TO DI: Downtown, Incorporated <br />305 East 4fl' Street, Suite 201 <br />Santa Ana, California 92701 <br />Attn: Robert C. Stewart <br />5. ASSIGNABILITY <br />DI shall not assign nor transfer any interest in this Agreement, whether by assignment or <br />novation, without the prior written consent of City. <br />6. HOLD HARMLESS; INSURANCE <br />DI shall indemnify and save harmless City, its officers, employees, agents, representatives <br />and volunteers from and against any and all damages to or for loss of use of property and for <br />injuries to or death of any person or persons, including property and employees or agents of City, <br />and shall defend, indemnify and save harmless City, its officers, employees, agents, representatives <br />and volunteers from and against any and all claims, demands, suits, actions or proceedings of any <br />kind or nature, including, but not by way of limitation, workers compensation claims and including <br />attorney fees and reasonable expenses for litigation or settlement, resulting from or arising out of the <br />negligent or wrongful acts, errors or omissions of DI, its officers, directors, employees, agents, <br />subcontractors and suppliers arising out of DI's performance of this Agreement. <br />7. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes the Original Agreement and all other agreements, either oral <br />or in writing, between the parties hereto with respect to the use of BID funds DI and contains all <br />the covenants and agreements between the parties with respect to such employment in any <br />manner whatsoever. Each party to this Agreement acknowledges that no representations, <br />inducements, promises or agreements, orally or otherwise, have been made by any party, or <br />anyone acting on behalf of any party, which are not embodied herein, and that no other <br />agreement or amendment hereto shall be effective unless executed in writing and signed by both <br />City and DI. <br />8. VALIDITY <br />The invalidity in whole or in part of any provision of this Agreement shall not void or affect <br />the validity of any other provision of this Agreement. <br />3 <br />