AGREEMENT REGARDING THE PALOS VERDES HALF-MARATHON
<br /> This agreement("Agreement") is made and entered into this 30th day of October, 2015,
<br /> by and between Mountain Sports International, Inc. ("MSI")and the City of Rancho Palos
<br /> Verdes(the"City").
<br /> The parties hereto do mutually agree as follows:
<br /> I. Terminology.
<br /> a. "Half-Marathon" shall refer to the LaceUp Running Series Palos Verdes(also
<br /> known as the Palos Verdes Half-Marathon, 10K and 5K)on November 14,2015.
<br /> b. "Participant" shall include anyone running or walking in the Half-Marathon,and
<br /> anyone cheering,encouraging, or otherwise partaking in the activities associated with,arising
<br /> out of, or incident to the Half-Marathon.
<br /> II. License for Use. The City grants permission for MSI and its officers, employees,
<br /> volunteers, agents and Participants,to utilize the public property located on the map in Exhibit
<br /> "A,"which has been attached hereto and incorporated herein by this reference,on November 13,
<br /> 2015 from_12:00_p.m.to November 14,2015 3:00 p.m. for activities associated with or
<br /> related to the Half-Marathon. Nothing in this Agreement shall be deemed to waive any permits,
<br /> approvals,paperwork or fees required by the City.
<br /> III. Damage. Upon written notice by the City,within ten(10)days of such notice,MSI will
<br /> repair,restore or replace at its own cost,expense and risk any City property damaged,destroyed,
<br /> or otherwise altered in any manner arising out of or incident to the Half-Marathon.
<br /> IV. Indemnity. To the fullest extent permitted by law,MSI shall defend, indemnify, and hold
<br /> the City, its officials, officers,employees,agents and independent contractors serving in the role
<br /> of City officials, and volunteers(collectively"Indemnitees") free and harmless from any and all
<br /> claims, demands,causes of action,costs,expenses, liability, loss, damage or injury, in law or in
<br /> equity,to property or persons, including wrongful death, in any manner arising out of or incident
<br /> to the Half-Marathon, including without limitation the payment of all consequential damages and
<br /> attorneys' fees and other related costs and expenses, except for such loss or damage arising from
<br /> the sole negligence or willful misconduct of the City. With respect to any and all such
<br /> aforementioned suits,actions, or other legal proceedings of any kind that may be brought or
<br /> instituted against Indemnitees,MSI shall defend Indemnitees at MSI's own cost,expense and
<br /> risk,and shall pay and satisfy any judgment,award,or decree that may be rendered against
<br /> Indemnitees. MSI shall reimburse the City, its officials, officers,employees, agents, independent
<br /> contractors, and/or volunteers for any and all legal expenses and costs incurred by each of them
<br /> in connection therewith or in enforcing the indemnity herein provided. MSI's obligation to
<br /> indemnify shall not be restricted to insurance proceeds, if any,received by MSI,the City, its
<br /> officials,officers,employees,agents, independent contractors,or volunteers.All duties of MSI
<br /> under this section shall survive the termination of this Agreement.
<br /> V. Insurance. MSI shall at all times during the term of the Agreement carry,maintain,and
<br /> keep in full force and effect,a policy of public liability insurance,with a minimum limit of