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Speaker Agreement — VAALA
<br />Page 2
<br />N-2022-052
<br />10. Indemnification: Speaker/Performer, his or her agents, or employees (if applicable) agrees to and shall indemnify,
<br />defend, and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives
<br />from and against all loss, expenses, or liability (including costs and attorney's fees) arising from the negligence or
<br />willful misconduct of Speaker/Performer, his or her agents, or employees.
<br />11. Release: Speaker/Performer accepts any City -provided equipment used in connection with the performance in their
<br />"as -is" condition, with all faults. Speaker/Performer fully releases, waives and discharges forever any and all
<br />claims, demands, rights, and causes of action of any kind or nature against, and covenants not to sue, City, its elected
<br />officials, officers, employees, agents and volunteers, and all persons acting on behalf of, by, through or under each
<br />of them, under any present or future laws, statutes, or regulations for any claim or event relating to the condition of
<br />the City -provided equipment or Speaker/Performer's use thereof.
<br />12. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast of
<br />Speaker/Performer's presentation to the City community or general public, through webcast or any other means.
<br />This license shall be non-exclusive and the copyright shall remain with the Speaker/Performer. Copies of
<br />Speaker/Performer's presentation may be maintained by the City, and Speaker/Performer consents to use of such
<br />recordings.
<br />13. Speaker/Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that may be
<br />required by unions or similar organizations. Speaker/Performer shall indemnify the City against any liability or
<br />damages, including attorney's fees, that may arise as a result of violation by Speaker/Performer of copyright laws.
<br />14. Speaker/Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual
<br />orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection
<br />with any activities related to this Agreement.
<br />15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under the laws
<br />of the state of California. Both parties agree that Orange County, California, shall be the venue for any action or
<br />proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.
<br />16. This Agreement represents the complete and exclusive statement between the City and Speaker/Performer regarding
<br />the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This
<br />Agreement may not be modified except by written instrument signed by the City and by an authorized representative
<br />of Speaker/Performer.
<br />CITY OF SANTA ANA
<br />KRISTINE RIDGE
<br />City Manager
<br />P11T. .
<br />G2
<br />sa le (Feb 28, 202214:18 PST)
<br />Ysa Le
<br />Executive Director
<br />[signatures continued on nextpage/
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