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compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including
<br />health, and claims for property damage, which may arise from the direct or indirect operations of the
<br />Promoter or its contractors, subcontractors, agents, employees, or other persons acting on their behalf
<br />which relates to the services described in Sections 1, 2 and 3 of this Agreement; and (2) from any claim
<br />that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason
<br />of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
<br />applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or
<br />alleged to have been suffered, by reason of the events referred to in this Agreement or by reason of the
<br />terms of, or effects, arising from this Agreement. The Promoter further agrees to indemnify, hold
<br />harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be
<br />selected by the City, regarding any action by a third party challenging the validity of this Agreement, or
<br />asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to
<br />personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City
<br />may make all reasonable decisions with respect to its representation in any legal proceeding.
<br />Promoter shall protect, defend, indemnify and save and hold harmless the City, its officers, officials,
<br />employees, and agents from and against any and all liability, loss, damage, expenses, costs (including
<br />without limitation costs and fees of litigation of any nature) arising out of or in connection with
<br />Promoter's performance of this Agreement or any failure to comply with any of Promoter's obligations
<br />contained in this Agreement by Promoter, its officers, agents or employees.
<br />12. TRASH/UTILITIES/CLEANUP
<br />Promoter is responsible for the collection and disposal of all trash as specified in Exhibit B
<br />including the providing of the required 40 yard roll -off dumpsters. Promoter is responsible for the
<br />continuous cleaning of the City Park, including the restrooms, at all times while acting pursuant to this
<br />Agreement as set forth in Exhibit B. The area to be cleaned includes the parking lots and the surrounding
<br />neighborhood and streets. Further, with the exception of the City supplying two (2) potable water
<br />hookups as set forth in Exhibit B, Promoter is responsible for supplying all utilities to be used during the
<br />Carnival Events, including supplying the required portable toilets as specified in Exhibit B. Persons
<br />performing clean-up shall be employees or subcontractors of the Promoter.
<br />13. HAZARDOUS MATERIALS
<br />Promoter represents and warrants that its use of the Carnival Area herein will not generate any
<br />hazardous substance, and it will not store or dispose on the Park and/or Carnival Area nor transport to or
<br />over the Park and/or Carnival Area any hazardous substance. Promoter further agrees to clean-up and
<br />remediate any hazardous substance on the Park and/or Carnival Area and Property, and hold City
<br />harmless from and indemnify City against any release of any such hazardous substance and any damage,
<br />loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties
<br />incurred as a result thereof except any release caused by the negligence of City, its employees or agents.
<br />"Hazardous substance" shall be interpreted broadly to mean any substance or material defined or
<br />designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive
<br />substance, or other similar term by any federal, state or local environmental law, regulation or rule
<br />presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from
<br />time to time; and it shall be interpreted to include, but not be limited to, any substance which after release
<br />into the environment will or may reasonably be anticipated to cause sickness, death or disease.
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