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CiaTOF' SANTA ANA
<br />DONATfON A(azE, mrNT
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<br />injury, the City may, in its sole discretion, require Recipient to provide certain insurance and
<br />Participant waiver/release protections. TItis 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 amounts
<br />said with provisions acceptable to City.
<br />3.4 No Cyvcrsi t IM—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 ni Indem
<br />,gin --fication, Recipient understands, acknowledges and agrees that Recipient
<br />shall assuine all risks associated with the Community Benefit, including, but not limited to, the
<br />possibility of death or serious tratuna, 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 peribrmance 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's 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, a&7ci-its,orvolunteers. 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's obligation
<br />to 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 surviveanyexpiration or termination of this Agreement.
<br />3.6 Entire Contract/Modification. --�A—)fication. This Agreement contains the entire agreement of the
<br />Parties with respect to the subject matter hereof, and supersedes all prior negotiations,
<br />understandings or agreements. The terms and cojiditions of this Agreement may be altered, modified
<br />or amended only by written agreement signed by both Parties,
<br />3.7 AullInrity-t—ORI-Ittr-Am regiment. The person executing below on behalf of Recipient
<br />represents and warrants that the Recipient has all requisite power and authority to conduct its
<br />business and to execute, deliver and perform this Agreement. Each Party warrants that the
<br />individuals who have signed this Agreement have the legal power, right and authority to make this
<br />Agreement bind each respective Party,
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