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3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the
<br />City determines that the funds will be used for a purpose which may cause a significant risk of injury,
<br />the City may, in its sole discretion, require Recipient to provide certain insurance and participant
<br />waiver/release protections. This right shall be on-going and may be implemented by the City at any
<br />time, and all insurance and waiver/release forms shall be provided on forms, in amounts and with
<br />provisions acceptable to City.
<br />3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as
<br />City establishing or providing oversight, control or approval of the Community Benefit or any
<br />activities conducted by the Recipient.
<br />3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall
<br />assume all risks associated with the Community Benefit, including, but not limited to, the possibility
<br />of death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold
<br />City and its officials, officers, employees, agents and volunteers free and harmless from and against
<br />any and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries,
<br />in law or equity, to property or persons, including wrongful death, in any manner arising out of or
<br />incident to any and all acts, omissions, willful misconduct or other activities of the Recipient or its
<br />officials, officers, employees, agents, guests, participants attendees, and contractors, including the
<br />performance of the Community Benefit or this Agreement, including without limitation the payment
<br />of all consequential damages and attorneys fees and other related costs and expenses. The only
<br />exception to the Recipient's obligations hereunder shall be for claims, demands, causes of action, costs,
<br />expenses, liabilities, losses, damages or injuries caused by the sole negligence, sole willful misconduct
<br />or sole.active negligence of the City. Recipient shall defend, at Recipient's own cost, expense and risk,
<br />any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought
<br />or instituted against the City, its officials, officers, employees, agents, or volunteers. Recipient shall
<br />pay and satisfy any judgment, award or decree that may be rendered against the City or its officials,
<br />officers, employees, agents, or volunteers, in any such suit, action or other legal proceeding. Recipient
<br />shall reimburse City and its officials, officers, employees, agents, and/or volunteers, for any and all
<br />legal expenses and costs incurred by each of them in connection therewith or in enforcing the
<br />indemnity herein provided. Recipient's obligation to indemnify shall not be restricted or limited by
<br />insurance proceeds, if any, received by the City, its officials, officers, employers, agents or volunteers.
<br />The indemnification provisions of this Agreement shall survive any expiration or termination of this
<br />Agreement.
<br />3.6 Entire Contract/Modification. This Agreement contains the entire agreement of the
<br />Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings
<br />or agreements. The terms and conditions of this Agreement may be altered, modified or amended only
<br />by written agreement signed by both Parties.
<br />3.7 Authority to Enter Agreement. The person executing below on behalf of Recipient
<br />represents and warrants that the Recipient has all requisite power and authority to conduct its business
<br />and to execute, deliver and perform this Agreement. Each Party warrants that the individuals who
<br />have signed this Agreement have the legal power, right and authority to make this Agreement bind
<br />each respective Party.
<br />ExMSA-18
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