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3.3 Waivers, Insurance or Other Obligations. For purposes of the City's protection, if the <br />City determines that the funds will be used for a purpose which may cause a significant 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 amounts <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 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'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, 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'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 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, <br />understandings or agreements. The terms and conditions of this Agreement may be altered, modified <br />or amended only by 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 <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. <br />Exhibit 19 <br />