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Exhibit A of this Agreement; and (2) from any claim that personal injury, damages, just compensation,
<br />restitution, Judicial or equitable relief is due by reason of the terms of or effects arising from this
<br />Agreement. This indemnity aril hold harmless agreement applies to all claims for damages, just
<br />compensation, restitution, judicial or equitable relief Suffered, or alleged to have been suffered, by reason
<br />of'the events referred to in this Agreement or by reason of the terms of, or effects, arising from this
<br />Agreement. The Promoter further agrees to defend, indemnify, 'hold harmless, and pay all costs for the
<br />defense of the City, including fees and costs for special counsel to be selected by the City, regarding any
<br />action by a third party challenging the validity of this Agreement, or asserting that personal injury,
<br />damages, just compensation, restitution, judicial or equitable relief due to personal or property rights
<br />arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable
<br />decisions with respect to its representation in any legal proceeding.
<br />Promoter shall protect, defend, indemnify and save and hold harniess the City, its officers,
<br />officials, employees, and agents from anrd against any and all liability, loss, damage, expenses, costs
<br />(including without limitation costs and fees of litigation of any nature) arising out of or in connection with
<br />Promoter's performance of this Agreement or any failure to comply with any of Promoter's obligations
<br />contained in this Agreement by Promoter, its officers, agents, employees or contractors.
<br />11. HAZARDOUS MATERIALS
<br />Promoter represents and warrants that its Event production will not generate any hazardous
<br />substance, and Promoter will not store or dispose, nor transport any hazardous substance. Promoter
<br />further agrees to clean-up and remediate any hazardous substance from the Event production, and hold
<br />City harmless frorn and indemnify City against any release of any such hazardous substance and any
<br />damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and
<br />penalties incurred as a result thereof except any release caused by the negligence of City, its employees or
<br />agents. "Hazardous substance" shall be interpreted broadly to mean any substance or nrnaterial defined or
<br />designated as hazardous or toxic waste, hazardous or toxic nriaterial, hazardous or toxic or radioactive
<br />substance, or other similar term by any federal, state or local environmental law, regulation or rule
<br />presently in effect or promulgated in the fixture, as such haws, regulations or rules may be amended from
<br />time to time; and it shall be interpreted to include, but not be limited to, any substance which after release
<br />into the environment will or may reasonably be anticipated to cause sickness, death or disease.
<br />12. NUISANCE
<br />Promoter shall not maintain, commit, or permit the maintenance or commission of any nuisance
<br />as defined in Section 3479 and/or Section 3480 of the Caltfvrnr'a C'ivi'l Code on the park or carnival areas;
<br />and Promoter shall not use or permit any unlawful purpose in the Event production.
<br />1.3. PUBLIC NECESSITY
<br />City may immediately temporarily suspend operation of this Agreement and the Event production
<br />in the event of public necessity or emergency, as may be determined by the City Manager. Such
<br />suspension will terminate when the public necessity or emergency no longer exists.
<br />14. LIENS
<br />Promoter will not permit any mechanics' or materialmens' or other liens to stand against the City
<br />by reason of any use or occupancy by Prornoter, or any person claiming under Promoter.
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