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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
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