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Letter Agreement — Dream Shapers
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<br />which Speaker/Performer performs the services that are the subject matter of this Agreement;
<br />however, the services to be provided by Speaker/Performer shall be provided in a manner consistent
<br />with all applicable standards and regulations. Speaker/Performer shall pay all salaries and wages,
<br />employer's social security taxes, unemployment insurance and similar taxes relating to employees
<br />and shall be responsible for all applicable withholding taxes.
<br />10. Indemnification: Speakev?erformer, its agents, or its employees (if applicable) agrees to and shall
<br />indemnify, defend, and hold harmless the City, its officers, agents, employees, consultants, special
<br />counsel, and representatives from and against all loss, expenses, or liability (including costs and
<br />attorney's fees) arising from the negligence or willful misconduct of Speaker/Performer, its agents,
<br />or its employees.
<br />It. Release: Speaker/Performer, its agents, and employees accept the Property and any City -provided
<br />equipment used in connection with the performance in "as -is" condition, with all faults.
<br />Speaker/Performer, its agents, and employees, frilly release, waive and discharge forever any and
<br />all claims, demands, rights, and causes of action of any kind or nature against, and covenant not to
<br />sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on
<br />behalf of, by, through or under each of them, under any present or future laws, statutes, or
<br />regulations for any claim or event relating to the condition of the Property or City -provided
<br />equipment.
<br />12. Speaker/Performer shall maintain commercial general liability insurance naming the City; its
<br />officers, employees, agents, volunteers and representatives as additional insured(s) and shall
<br />include, but not be limited to protection against claims arising from bodily and personal injury,
<br />including death resulting therefrom and damage to property, resulting from any act or occurrence
<br />arising out of Speaker/Performer's operations in the performance of this Agreement, including,
<br />without limitation, acts involving vehicles. The amounts of insurance shall be not less than the
<br />following: single limit coverage applying to bodily and personal injury, including death resulting
<br />therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000
<br />in the aggregate. Such insurance shall: (1) name the City, its officers, employees, agents,
<br />volunteers, and representatives as additional insureds; (2) be primary and not contributory with
<br />respect to insurance or self-insurance programs maintained by the City; and (3) contain standard
<br />separation of insured provisions.
<br />13. Worker's Compensation Insurance. In accordance with the California Labor Code,
<br />Speaker/Performer, if Speaker/Performer has any employees, is required to be insured against
<br />liability for worker's compensation or to undertake self-insurance.
<br />14. The City shall have the right and royalty -free license to simulcast or produce and show a tape -
<br />delayed broadcast of Speaker/Performer's presentation to the City community or general public,
<br />through webcast or any other means. This license shall be non-exclusive and the copyright shall
<br />remain with the Speaker/Performer. Copies of Speaker/Performer's presentation may be
<br />maintained by the City, and Speaker/Performer consents to use of such recordings,
<br />15. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status,
<br />sexual orientation, age, national origin, ancestry, disability, or any other basis protected by
<br />applicable law in connection with any activities related to this Agreement.
<br />16. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by
<br />and under the laws of the state of California. Both parties agree that Orange County, California,
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