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action by a third party challenging the validity of this Agreement, or asserting that personal <br />injury, damages, just compensation, restitution, judicial or equitable relief due to personal or <br />property rights arises by reason of the terms of, or effects arising from this Agreement. City may <br />make all reasonable decisions with respect to its representation in any legal proceeding. <br />Promoter shall protect, defend, indemnify and save and hold harmless the City, its <br />officers, officials, employees, and agents from and against any and all liability, loss, damage, <br />expenses, costs (including without limitation costs and fees of litigation of any nature) arising out <br />of or in connection with Promoter's performance of this Agreement or any failure to comply with <br />any of Promoter's obligations contained in this Agreement by Promoter, its officers, agents, <br />employees or contractors. <br />10. HAZARDOUS MATERIALS <br />Promoter represents and warrants that its Event production will not generate any <br />hazardous substance, and Promoter will not store or dispose, nor transport any hazardous <br />substance. Promoter further agrees to clean -up and remediate any hazardous substance from the <br />Event production, and hold City harmless from and indemnify City against any release of any <br />such hazardous substance and any damage, loss, or expense or liability resulting from such <br />release including all attorneys' fees, costs and penalties incurred as a result thereof except any <br />release caused by the negligence of City, its employees or agents. "Hazardous substance" shall <br />be interpreted broadly to mean any substance or material defined, or designated as hazardous or <br />toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other <br />similar term by any federal, state or local environmental law, regulation or nile presently in effect <br />or promulgated in the future, as such laws, regulations or rules may be amended from time to <br />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 sictmess, death or disease. <br />III NUISANCE <br />Promoter shall not maintain, commit, or permit the maintenance or commission of any <br />nuisance as defined in Section 3479 and/or Section 3480 of the Califonaia Civil Code, or the <br />Santa Ana Municipal Code on the park or carnival areas; and Promoter shall not use or permit <br />any unlawful purpose in the Event production. <br />12. PUBLIC NECESSITY <br />City may immediately temporarily suspend operation of this Agreement and the Event <br />production in the event of public necessity or emergency, as may be determined by the City <br />Manager. Such suspension will terminate when the public necessity or emergency no longer <br />exists. <br />13. LIENS <br />Promoter will not permit any mechanics' or materialmens' or other liens to stand against <br />the City by reason of any use or occupancy by Promoter, or any person claiming under Promoter. <br />14, TERMINATION <br />This Agreement may be terminated by the City without cause upon fourteen (14) days <br />written notice of teranination. City may terminate this Agreement for cause upon three (3) days <br />written notice for any violation of the terms contained herein. <br />25R -52 <br />