AgdaPkt 2014-06-23 Closed and Joint SA

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7.1.D. - Page 6 11. Force Maleure; Cancellation. If Performers are unable to perform any engagement set forth in the Schedule of Performance as a result of a strike, epidemic, Act of God, war, or similar force majeure, all parties named above are relieved of their respective obligations under this Agreement, and no named party may make a claim of damages against the other. In this event, all parties will make their best effort to reschedule the performance(s) within one (1) year of the date of the original performance. Inclement weather does not relieve the City from its obligations provided that 1) the City does not otherwise determine that the weather provides unsafe conditions; and 2) Performers are ready and able to perform the engagement. If the City cancels the engagement for any reason other than those described as acceptable in this paragraph, the Performance Fee remains payable in full. 12. Merchandise. During the performances, Agent and Performers may sell albums, tapes, compact disks, and other promotional materials ("Merchandise") EXCEPT food and beverages on the premises, retaining all proceeds associated therewith. The City agrees to provide an area and table for the sale of the Merchandise. For the avoidance of doubt, the parties acknowledge and agree that nothing in this Section shall prohibit the City of Redwood City from selling food and beverages on the premises during the Performances. The parties further acknowledge and agree that neither Agent nor Performers shall share in any proceeds from such sales. 13. Licenses / Permits. City is responsible for obtaining all licenses and permits as may be required to present the Zoppe Circus in this location. Notwithstanding the above, prior to selling Merchandise on the premises, Performers must obtain a Business License from the City of Redwood City. 14. Compliance with Law, Rules, and Regulations. Performers shall comply with all applicable federal, state and local non-discrimination laws and maintain all licenses required by State, Federal, and local governments and regulatory agencies to complete the Performances. 15. Obligation of Performers to Provide Labor and Materials. Except as otherwise provided herein, Performers shall supply and furnish all necessary labor and materials necessary to carry out their obligations under this Agreement. 16. Indemnification. Performers and Agent will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Performances, caused in whole or in part by the willful misconduct or any negligent act or omission of the Performers, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City. ATTY/AGR/2014.072/ZOPPE LIVE PERFORMANCE REV: 05-23-14 MLG Page 4 of 12