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Letter Agreement — Joyful Child Foundation
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<br />10, Indemnification: Speaker, 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,
<br />special counsel, and representatives from and against all loss, expenses, or liability (including
<br />costs and attorney's fees) arising from the negligence or willful misconduct of Speaker, his or her
<br />agents, or employees,
<br />11. Release: Speaker accepts the Property and any City -provided equipment used in connection with
<br />the performance in their "as -is" condition, with all faults. Speaker fully releases, waives and
<br />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
<br />volunteers, and all persons acting on behalf of, by, through or under curb of them, under any
<br />present or future laws, statutes, or regulations for any claim or event relating to the condition of
<br />the Property or City -provided equipment or Speaker's use thereof.
<br />12. Commercial General Liability Insurance. Speaker shall maintain commercial general liability
<br />insurance naming the City, its officers, employees, agents, volunteers and representatives as
<br />additional insured(s) and shall include, but not be limited to protection against claims arising
<br />from bodily and personal injury, including death resulting therefrom and damage to property,
<br />resulting from any act or occurrence arising out of Speaker's operations in the performance of
<br />this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
<br />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
<br />occurrence, with $2,000,000 in the aggregate. Such insurance shall: (1) naive the City, its
<br />officers, employees, agents, volunteers, and representatives as additional insureds; (2) be primary
<br />and not contributory with respect to insurance or self-insurance programs maintained by the City;
<br />and (3) contain standard separation of insured provisions. The insurance obligation under this
<br />section may be satisfied through purchase of special event insurance through the City that is
<br />acceptable to the City.
<br />13, Worker's Compensation Insurance. In accordance with the California Labor Code, Speaker, if
<br />Speaker has any employees, is required to be insured against liability for worker's compensation
<br />or to undertake self-insurance.
<br />14. Speaker 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
<br />law in connection with any activities related to this Agreement.
<br />15. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by
<br />and under the laws of the state of California. Both parties agree that Orange County, California,
<br />shall be the venue for any action or proceeding that may be brought or arise out of, in connection
<br />with or by reason of this Agreement.
<br />16, This Agreement represents the complete and exclusive statement between the City and Speaker
<br />regarding the subject matter herein and supersedes any and all. other agreements, oral or written,
<br />between the parties. This Agreement may not be modified except by written instrument signed
<br />by the City and by an authorized representative of Speaker.
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