|
CITY OF SANTA ANA
<br /> DONATION A c-it imMENT
<br /> Page 2 of 5
<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
<br /> requirements and participant waiver/release protections. This right shall be on-going and may be
<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.
<br /> 3 A No Oversight by City. Nothing in this Agreement shall be implied or interpreted as j
<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 hour sponsorship fivads were used.
<br /> 3.5 Indemnification, Recipient understands, aolmowledges 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 E
<br /> officials, officers, employers, agents or volunteers. The indemnification provisions of this �
<br /> Agreement shall survive any expiration or termination of this Agreement.
<br /> F
<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, j
<br /> --iiht1erstandings or agreerrients. The terms and conditions of this Agreemdfifi ay bealtefed,modified
<br /> or amended only by written agreement signed by both Parties. j
<br /> 3.7 Auhhoi7ty to Enter A reg ement. 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 /> j
<br /> i
<br />
|