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Performer Agreement — Robert Gutierrez
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<br />9. Independent Contractor: Performer shall, during the entire tern of this Agreement, be construed to be an
<br />independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed
<br />to create an employer -employee relationship, ajoint venture relationship, or to allow the City to exercise discretion
<br />or control over the professional manner in which Performer performs the services that are the subject matter of this
<br />Agreement; however, the services to be provided by Performer shall be provided in a manner consistent with all
<br />applicable standards and regulations. Performer shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable
<br />withholding taxes.
<br />10. Indemnification: Performer, their agents, or employees (if applicable) agrees to and shall indemnify, defend, and
<br />hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from and
<br />against all loss, expenses, or liability (including costs and attorney's fees) arising from the negligence or willful
<br />misconduct of Performer, his or her agents, or employees.
<br />11. Release: Performer accepts any City -provided equipment used in connection with the performance in their "as -is"
<br />condition, with all faults. Performer fully releases, waives and discharges forever any and all claims, demands,
<br />rights, and causes of action of any kind or nature against, and covenants not to sue, City, its elected officials, officers,
<br />employees, agents and volunteers, and all persons acting on behalf of, by, through or under each of them, under any
<br />present or future laws, statutes, or regulations for any claim or event relating to the condition of the City -provided
<br />equipment or 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 />Performer's presentation to the City community or general public, through webeast or any other means. This license
<br />shall be non-exclusive and the copyright shall remain with the Performer. Copies of Performer's presentation may
<br />be maintained by the City, and Performer consents to use of such recordings.
<br />13. Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that may be required
<br />by unions or similar organizations. Performer shall indemnify the City against any liability or damages, including
<br />attorney's fees, that may arise as a result of violation by Performer of copyright laws.
<br />14. Performer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age,
<br />national origin, ancestry, disability, or any other basis protected by applicable law in connection with any activities
<br />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 Performer regarding the
<br />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 Performer.
<br />CITY OF SANTA ANA:
<br />Kristine Ridge
<br />City Manager
<br />Robert Gutierrez
<br />[signatures continued on next page]
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