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CITY OF SANTA ANA i
<br /> DONATION AGRCIJMI'aNT
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<br /> implemented by the City at any time,and all insurance and waiver/release forms shall be provided on
<br /> forms, in amounts and with provisions acceptable to City.
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<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. The City reserves the right to request documentation and/or
<br /> additional details from the Recipient demonstrating how sponsorship funds were used. j
<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 E
<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 /> fsignatures to fallow]
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