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Letter Agreement — LibroMobile Page 2 11. Release: Exhibitor accepts the Property and any City -provided equipment used in connection with the performance in their "as -is" condition, with all faults. Exhibitor fully releases, waives and discharges forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not to sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on behalf of, by, through or under each of them, under any present or future laws, statutes, or regulations for any claim or event relating to the condition of the Property or City -provided equipment or Exhibitor's use thereof. 12. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed broadcast of Exhibitor's presentation to the City community or general public, through webcast or any other means. This license shall be non-exclusive and the copyright shall remain with the Exhibitor. Copies of Exhibitor's presentation may be maintained by the City, and Exhibitor consents to use of such recordings. 13. Exhibitor is solely responsible for payment of royalty fees, performance fees, or similar fees that may be required by unions or similar organizations. Exhibitor shall indemnify the City against any liability or damages, including attorney's fees, that may arise as a result of violation by Exhibitor of copyright laws. 14. Exhibitor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, disability, or any other basis protected by applicable law in connection with any activities related to this Agreement. 15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under the laws of the state of California. Both parties agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. This Agreement represents the complete and exclusive statement between the City and Exhibitor regarding the subject matter herein and supersedes any and all other agreements, oral or written, between the parties. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Exhibitor. CITY OF SANTA ANA KRISTINE RIDGE City Manager ATTEST: fWClerk of the Council U-I Exefadv-e Director of Parks, Recreation & Community Services V'II' I1 Fula I Garcia APPROVED AS TO FORM_ graffBy: on Salvatierra Deputy City Attorney