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CITY OF SANTA ANA
<br />DONATION AGREEMENT
<br />Page 2 of 4
<br />the City may, in its sole discretion, require Recipient to provide certain insurance and participant
<br />waiver /release protections. This right shall be on -going and may be implemented by the City at any
<br />time, and all insurance and waiver /release forms shall be provided on forms, in amounts and with
<br />provisions acceptable to City.
<br />3.4 No Oversight by City. Nothing in this Agreement shall be implied or interpreted as City
<br />establishing or providing oversight, control or approval of the Community Benefit or any activities
<br />conducted by the Recipient.
<br />3.5 Indemnification. Recipient understands, acknowledges and agrees that Recipient shall
<br />assume all risks associated with the Community Benefit, including, but not limited to, the possibility of
<br />death or serious trauma or injury. To this end, therefore, Recipient shall defend, indemnify and hold
<br />City and its officials, officers, employees, agents and volunteers free and harmless from and against any
<br />and all claims, demands, causes of action, costs, expenses, liabilities, losses, damages or injuries, in law
<br />or equity, to property or persons, including wrongful death, in any manner arising out of or incident to
<br />any and all acts, omissions, willful misconduct or other activities of the Recipient or its officials,
<br />officers, employees, agents, guests, participants attendees, and contractors, including the performance of
<br />the Community Benefit or this Agreement, including without limitation the payment of all consequential
<br />damages and 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, losses,
<br />damages or injuries caused by the sole negligence, sole willful misconduct or sole active negligence of
<br />the City. Recipient shall defend, at Recipient' own cost, expense and risk, any and all such aforesaid
<br />suits, actions or other legal proceedings of every kind that may be brought or instituted against the City,
<br />its officials, officers, employees, agents, or volunteers. Recipient shall pay and satisfy any judgment,
<br />award or decree that may be rendered against the City or its officials, officers, employees, agents, or
<br />volunteers, in any such suit, action or other legal proceeding. Recipient shall reimburse City and its
<br />officials, officers, employees, agents, and/or volunteers, for any and all legal expenses and costs
<br />incurred by each of them in connection therewith or in enforcing the indemnity herein provided.
<br />Recipient' obligation to indemnify shall not be restricted or limited by insurance proceeds, if any,
<br />received by the City, its officials, officers, employers, agents or volunteers. The indemnification
<br />provisions of this Agreement shall survive 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, understandings or
<br />agreements. The terms and conditions of this Agreement may be altered, modified or amended only by
<br />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 business
<br />and to execute, deliver and perform this Agreement. Each Parry warrants that the individuals who have
<br />signed this Agreement have the legal power, right and authority to make this Agreement bind each
<br />respective Party.
<br />EXHIBIT 4
<br />55C -12
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