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