<br /> AGREEMENT REGARDING THE PALOS VERDES HALF-MARATHON
<br /> This agreement ("Agreement") is made and entered into this 24th day of_February,
<br /> 2012,by and between the Kiwanis Club of Rolling Hills Estates (the"Kiwanis Club") and the
<br /> City of Rancho Palos Verdes (the"City").
<br /> The parties hereto do mutually agree as follows:
<br /> I. Terminology.
<br /> a. "Half-Marathon" shall refer to the Palos Verdes Half-Marathon and 5K on May
<br /> 19, 2012.
<br /> b. "Participant"shall include anyone running or walking in the Palos Verdes Half-
<br /> Marathon and 5K, and anyone cheering, encouraging, or otherwise partaking in the activities
<br /> associated with, arising out of, or incident to the Half-Marathon and 5K.
<br /> II. License for Use. The City grants permission for the Kiwanis Club and its officers,
<br /> employees, volunteers, agents and Participants,to utilize the public property located on the map
<br /> in Exhibit"A,"which has been attached hereto and incorporated herein by this reference, on
<br /> May 18, 2012 from 12 p.m. to May 19, 2012 2 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,the
<br /> Kiwanis Club will repair, restore or replace at its own cost, expense and risk any City property
<br /> damaged, destroyed, or otherwise altered in any manner arising out of or incident to the Half-
<br /> Marathon.
<br /> IV. Indemnity. The Kiwanis Club shall defend, indemnify, and hold the City, its officials,
<br /> officers, employees, agents and independent contractors serving in the role of City officials, and
<br /> volunteers (collectively"Indemnitees") free and harmless from any and all claims, demands,
<br /> causes of action, costs, expenses, liability, loss, damage or injury, in law or in equity, to property
<br /> or persons, including wrongful death, in any manner arising out of or incident to the Half-
<br /> Marathon, including without limitation the payment of all consequential damages and attorneys'
<br /> fees and other related costs and expenses, except for such loss or damage arising from the sole
<br /> negligence or willful misconduct of the City. With respect to any and all such aforementioned
<br /> suits, actions, or other legal proceedings of any kind that may be brought or instituted against
<br /> Indemnitees, the Kiwanis Club shall defend Indemnitees at the Kiwanis Club's own cost,
<br /> expense and risk, and shall pay and satisfy any judgment, award, or decree that may be rendered
<br /> against Indemnitees. The Kiwanis Club shall reimburse the City, its officials, officers,
<br /> employees, agents, independent contractors, and/or volunteers for any and all legal expenses and
<br /> costs incurred by each of them in connection therewith or in enforcing the indemnity herein
<br /> provided. The Kiwanis Club's obligation to indemnify shall not be restricted to insurance
<br /> proceeds, if any,received by the Kiwanis Club, the City, its officials, officers, employees,
<br /> agents, independent contractors, or volunteers. All duties of the Kiwanis Club under this section
<br /> shall survive the termination of this Agreement.