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Letter Agreement — Orange County's United Way
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<br />10. Indemnification. Speaker/Performer, his or her agents, or 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 attorney's
<br />fees) arising from the negligence or willful misconduct of Speaker/Performer, his or her agents, or
<br />employees.
<br />11. Release. Speaker/Performer accepts the Property and any City -provided equipment used in connection
<br />with the performance in their "as -is" condition, with all faults. Speaker/Performer fully releases, waives
<br />and discharges forever any and all claims, demands, rights, and causes of action of any kind or nature
<br />against, and covenants not to sue, City, its elected officials, officers, employees, agents and volunteers,
<br />and all persons acting on behalf of, by, through or under each of them, under any present or future laws,
<br />statutes, or regulations for any claim or event relating to the condition of the Property or City -provided
<br />equipment or Speaker/Performer's use thereof.
<br />12. Worker's Compensation Insurance. In accordance with the California Labor Code, Speaker/Performer, if
<br />Speaker/Performer has any employees, is required to be insured against liability for worker's
<br />compensation or to undertake self-insurance.
<br />13. Fingerprints and Background Check. Provider, and any employees, subcontractors or substitutes, shall
<br />arrange for and submit their fingerprints for a criminal background check through the Department of
<br />Justice through the City's Human Resources Department process. Consultant shall be responsible f'or all
<br />charges associated with fingerprinting. Consultant, its employees and subcontractors, shall not perform
<br />any services pursuant to this Agreement until clearance is received and Consultant is notified by the
<br />City's Parks, Recreation and Community Services Department.
<br />14. Fee Responsibility. Speaker/Performer is solely responsible for payment of applicable royalty fees,
<br />performance fees, or similar fees that may be required by unions or similar organizations.
<br />Speaker/Performer shall indemnify the City against any liability or damages, including attorney's fees that
<br />may arise as a result of violation by Speaker/Performer of copyright laws.
<br />15. Nondiscrimination. Speaker/Perforter shall not discriminate because of race, color, creed, religion, sex,
<br />marital status, 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. Choice of Law and Venue. This Agreement shall in all respects shall be interpreted, enforced, and
<br />governed exclusively by and under the laws of the state of California. Both parties agree that Orange
<br />County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in
<br />connection with or by reason of this Agreement.
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