|
3.3 Waivers. Insurance or Other Obligation . 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
<br />of 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
<br />wrongful death, in any manner arising out of or incident to any and all acts, omissions, willful
<br />misconduct or other activities of the Recipient or its officials, officers, employees, agents, guests,
<br />participants attendees, and contractors, including the performance of the Community Benefit or
<br />this Agreement, including without limitation the payment of all consequential damages and
<br />attorneys fees and other related costs and expenses. The only exception to the Recipient's
<br />obligations hereunder shall be for claims, demands, causes of action, costs, expenses, liabilities,
<br />losses, 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
<br />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
<br />shall pay and satisfy any judgment, award or decree that maybe rendered against the City or its
<br />officials, officers, employees, agents, or volunteers, in any such suit, action or other legal
<br />proceeding. Recipient shall reimburse City and its officials, officers, employees, agents, and/or
<br />volunteers, for any and all legal expenses and costs incurred by each of them in connection
<br />therewith or in enforcing the indemnity herein provided. Recipient's obligation to indemnify
<br />shall not be restricted or limited by insurance proceeds, if any, received by the City, its officials,
<br />officers, employers, agents or volunteers. The indemnification provisions of this Agreement
<br />shall survive any expiration or termination of this Agreement.
<br />3.6 Entire Contract/Modification. This Agreement contains the entire agreement of
<br />the 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
<br />Recipient represents and warrants that the Recipient has all requisite power and authority to
<br />conduct its business and to execute, deliver and perform this Agreement. Each Party warrants
<br />EXHIBIT 2
<br />29A-10
<br />
|