|
EXHIBIT 1
<br /> CITY OF SANTA ANA
<br /> DONATION AGREEMENT
<br /> Page 2 of 3
<br /> Recipient pursuant to this Agreement, as well as interest at the rate of ten percent (10%) per annum.
<br /> Notwithstanding the foregoing, the indemnification provisions of this Agreement shall survive any
<br /> expiration or termination of this Agreement.
<br /> 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 />
|