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Letter Agreement — TCCG Tech Coast Consulting Group, LLC
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<br />12. Intellectual Property Indemnification: Speaker/Performer shall defend and indemnify the City, its City Council,
<br />officers, agents, representatives, and employees against any and all liability, including costs, for infringement of
<br />any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work
<br />product or documents provided by Speaker/Performer to the City pursuant to this Agreement.
<br />13. Release: Speaker/Performer accepts the Property and any City -provided equipment used in connection with the
<br />performance in their "as -is" condition, with all faults. Speaker/Performer fully releases, waives and discharges
<br />forever any and all claims, demands, rights, and causes of action of any kind or nature against, and covenants not
<br />to sue, City, its elected officials, officers, employees, agents and volunteers, and all persons acting on behalf of, by,
<br />through or under each of them, under any present or future laws, statutes, or regulations for any claim or event
<br />relating to the condition of the Property or City -provided equipment or Speaker/Performer's use thereof.
<br />14. Speaker/ Performer shall maintain the following insurance coverage during the entire Term of this Agreement:
<br />a. commercial general liability insurance naming the City, its City Council, officers, employees, agents,
<br />volunteers and representatives as additional insured(s) and shall include, but not be limited to protection
<br />against claims arising from bodily and personal injury, including death resulting therefrom and damage to
<br />property, resulting from any act or occurrence arising out of Speaker/ Performer's operations in the
<br />performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of
<br />insurance shall be not less than the following: single limit coverage applying to bodily and personal injury,
<br />including death resulting therefrom, and property damage, in the total amount of 1,000,000 per occurrence,
<br />with $ 2,000, 000 in the aggregate.
<br />b. automobile liability with combined single limits no less than $1,000,000. In the event TCCG does not
<br />maintain automobile liability insurance, City will accept evidence of Speaker/Performer's personal
<br />automobile insurance as compliance with this requirement.
<br />c. professional liability with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 aggregate.
<br />d. Above required insurance policies shall contain or be endorsed to contain the following provisions:
<br />i. name the City, its City Council, officers, employees, agents, volunteers, and representatives as additional
<br />insureds;
<br />ii. be primary and not contributory with respect to insurance or self-insurance programs maintained by the
<br />City; and
<br />iii. contain standard separation of insured provisions.
<br />15. 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 compensation or to
<br />undertake self-insurance.
<br />16. 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 Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense
<br />Speaker/Performer's presentation fixed in any tangible medium of expression, including but not limited to, physical
<br />drawings or data magnetically or otherwise recorded on computer diskettes, video files, audio recording files, or
<br />still photographs, which are prepared or caused to be prepared by Speaker/Performer this Agreement.
<br />17. Confidentiality. If Speaker/Performer receives from the City information which due to the nature of such
<br />information is reasonably understood to be confidential and/or proprietary, Speaker/Performer agrees that it shall
<br />not use or disclose such information except in the performance of this Agreement, and further agrees to exercise
<br />the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable
<br />care. "Confidential Information" shall include all nonpublic information. Confidential information includes not
<br />only written information, but also information transferred orally, visually, electronically, or by other means.
<br />Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by
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