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EXHIBIT 2
<br />(iii) Certificates and policies shall state that the policies shall not be canceled or
<br />reduced in coverage or changed in any other material aspect without thirty (30) days prior
<br />written notice to the City.
<br />f. If Recipient fails or refuses to produce or maintain the insurance required by this
<br />section or fails or refuses to famish the City with required proof that insurance has been procured
<br />and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate
<br />this Agreement. Such termination shall not affect Recipient's right to be paid for its time and
<br />materials expended prior to notification of termination. Recipient waives the right to receive
<br />compensation and agrees to indemnify the City for any work performed prior to approval of
<br />insurance by the 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
<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, liabilities,
<br />losses, damages or injuries, in law or equity, to property or persons, including wrongful death, in any
<br />manner arising out of or incident to any and all acts, omissions, willful misconduct or other activities
<br />of the Recipient or its officials, officers, employees, agents, guests, participants attendees, and
<br />contractors, including the performance of the Community Benefit or this Agreement, including
<br />without limitation the payment of all consequential damages and attorneys fees and other related
<br />costs and expenses. The only exception to the Recipient's obligations hereunder shall be for claims,
<br />demands, causes of action, costs, expenses, liabilities, losses, damages or injuries caused by the sole
<br />negligence, sole willful misconduct or sole active negligence of the City. Recipient shall defend, at
<br />Recipient' own cost, expense and risk, any and all such aforesaid suits, actions or other legal
<br />proceedings of every kind that may be brought or instituted against the City, its officials, officers,
<br />employees, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decree that
<br />may be rendered against the City or its officials, officers, employees, agents, or volunteers, in any
<br />such suit, action or other legal proceeding. Recipient shall reimburse City and its officials, officers,
<br />employees, agents, and/or volunteers, for any and all legal expenses and costs incurred by each of
<br />them in connection therewith or in enforcing the indemnity herein provided. Recipient' obligation to
<br />indemnify shall not be restricted or limited by insurance proceeds, if any, received by the City, its
<br />officials, officers, employers, agents or volunteers. The indemnification provisions of this
<br />Agreement shall survive any expiration or termination of this Agreement.
<br />3.6 Records. Recipient shall keep records and invoices in connection with the work
<br />to be performed under this Agreement. Recipient shall maintain complete and accurate records with
<br />respect to the costs incurred under this Agreement and any services, expenditures, and disbursements
<br />charged to the City for a minimum period of three (3) years, or for any longer period required by
<br />law, from the date of final payment to Recipient under this Agreement. All such records and
<br />invoices shall be clearly identifiable. Recipient shall allow a representative of the City to examine,
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<br />25A-17
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