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CITV OV SANTA ANA
<br />DONATION AGREEMENT
<br />Page 2 of S
<br />3.3 Waivers. Insurance or Other obligations, For purposes of the City's protection. if the
<br />City determines that the runds will be used for a purlwse, which stay cause a signilicant 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 the
<br />City at any time, and all insurance and waiver/release forms shall be provided on forms, in anwunts
<br />and with 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 Indenmlification. Recipient understands, acknowledges and agrees that Recipient
<br />shall assume all risks associated with the Community Benefit, including. hot not limited to. the
<br />possibility of death or serious trauma or igjw'y. To this end, therefore, Recipient shall defend.
<br />indemnify and hold City and its orticials, 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 wrongrul death, in any
<br />manner arising out oror incident to any and all acts, omissions, willful misconduct or other activities
<br />of the Recipient or its orticials, officers, employees, agents, guests, participants attendees, and
<br />couractOrs, including the perrormance of the Community Benefit or this Agreement, including
<br />Without limitation the payment Or all consequential damages and attorneys' lees and other related
<br />costs and expenses. The only exception to the Recipient's obligations hereunder shall be liar claims,
<br />deniancls, causes of action, costs, expenses, liabilities, losses, damages Or injuries caused by the sole
<br />negligence, sole willful misconduct or sole active negligence or the City. Recipient shall delend. at
<br />Recipient's own cost, expense and risk, any and all such aforesaid suits, actions or other legal
<br />proceedings or every kind that may be brought or instituted against the City, its officials, orricers.
<br />ennployces, agents, or volunteers. Recipient shall pay and satisfy any judgment, award or decive 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 />thcnh in connection therewith or in enforcing the indemnity herein provided. Recipient's obligation
<br />to indemiliiy shall not be restricted or limited by ilISUrance proceeds, if any, received by the City, its
<br />oflicials. officers, employers, a- ins or volunteers. The indemnification provisions or this
<br />Agreement shall survive tiny expiration or termination of this Agreement.
<br />3,6 L.Mire_Contract/Modification, This Agreement contains the entire agreement of' [lie
<br />Parties with respect to the subject matter hereof, and supersedes all prior negotiations.
<br />understandings or agreements. The terms and conditions orthis Agreement may be altered. modified
<br />or amended only by written agreement signed by both Parties.
<br />3.7
<br />Authority to linter
<br />Agreement. 'the
<br />person executing below on bchall' or Recipient
<br />represents and
<br />warrants that the
<br />Recipient has all
<br />regnisile power and authority to conduct its
<br />business and
<br />to execute, deliver
<br />and perform this
<br />Agreement. Gach Party ware ants that the
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