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Letter Agreement - Ileart Centered Leadership
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<br />including fees and costs for special counsel to be selected by the City, regarding tiny action by a third
<br />Party challenging the validity of this Agreement, or asserting that personal injury, damages, just
<br />utnrpensation, restitution, judicial or equitable relief duo to personal or property rights arises by reason of
<br />the terms of, or affects arising from This Agreement. City truly make all reasonable decisions with respect
<br />to its representation in tiny legal proceeding. Notwithstanding the foregoing, to the extent Speaker's
<br />Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent
<br />required by Civil Code Section 2782,8, to claims i'bat arise out Of, pertain to, or relate to the negligence,
<br />recklessness, or willful misconduct of the Speaker.
<br />it. Release: Speaker/Performer accepts the Property and any City -provided equipment used in connection
<br />with the performance in their "as -is" condition, with all faults. Speaker/Performer fully releases, waives
<br />and discharges forever any and all claims, demands, rights, and causes of action of any kind or nature
<br />against, and covenants not to suc, City, its elected officials, officers, employees, agents and volunteers,
<br />and all persons acting on behalf of, by, through or tinder each of them, under any present or fiAure taws,
<br />statutes, or regulations for any claim or event relating to the condition of the Property or City -provided
<br />equipment or Speaker/Performer's use thereof.
<br />12. Worker's Compensation Insurance. In accordance with the California Labor Code, Speaker/Performer, if
<br />Speaker/PcrPormcr has any employees, is required to be insured against liability for worker's
<br />compensation or to undertake self-insurance. If Speaker fails or refuses to produce or maintain the
<br />insurance required by this section or fails or refuses to furnish the City with required proof that insurance
<br />has been procured and is in force and paid for, the City shall have the right, at the City's election, to
<br />forthwith terminate this Agreement, Such termination shall not affect Speaker's right to be paid for its
<br />time and materials expended prior to notification of termination. Speaker waives the right to receive
<br />compensation and agrees to indemnify the City for tiny work performed prior to approval of in surance by
<br />the City,
<br />13. The City shall have the right and royalty -free license to simulcast or produce and show a tape -delayed
<br />broadcast of Speaker/Performer's presentation to the City community or general public, through webeast
<br />or any other means. This license shall be non-exclusive and the copyright shalt remain with the
<br />SpeakerfPerformer. Copies of Speaker/Performer's presentation may he maintainer) by the City, and
<br />Speaker/Performer consents to use of such recordings.
<br />14, Speaker/Performer is solely responsible for payment of royalty fees, performance fees, or similar fees that
<br />may be required by unions or similar organizations. Speaker/Performer shall indemnify the City against
<br />any liability or damages, including attorney's fees, that may arise its a result of viohrtion by
<br />Speaker/Performer of copyright laws.
<br />15. Spoaker/Pcrfomrer 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
<br />connection with any activities related to this Agreement.
<br />16. This Agreement shall in all respects shall be interpreted, enforced, and governed exclusively by and under
<br />the laws of the state of California. Both parties agree that Orange County, California, shall be the venue
<br />for tiny action or proceeding that may be brought or arise out of, in connection with or by reason of this
<br />Agreement.
<br />17. This Agreement can be terminated by the City with forty-eight (48) hours written notice. Notice shall be
<br />provided at the address listed on page 1 of this Agreement for Speaker, Notice will be provided to the
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