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AGREEMENT TO DEFEND, TO HOLD HARMLESS AND TO INDEMNIFY BETWEEN CITY OF MOSCOW, IDAHO AND INLAND OASIS, INC. THIS AGREEMENT TO DEFEND, TO HOLD HARMLESS AND TO INDEMNIFY, between City of Moscow, Idaho (hereinafter "CITY") and the sponsor of the event, Inland Oasis, Inc., a 2f, - OI(c)(3) (hereinafter "OASIS"), is made and entered into this day of ,2009. w_»r:EAS, Re olution No. 2009-4 of the City of Moscow, Idaho passed and approved on the day of provides, m part, for the person(s) and or group holding the approved event to enter into n agreement with CITY to defend, hold harmless and indemnify CITY, its agents, servants, employees, officers and contractors from any and all claims, causes of action, or damages which may mise from the sponsor's use of CITY park premises for the approved event; and WHEREAS, this event fosters a greater understanding and acceptance of the LGBT community and allows related service organizations to network in an open atmosphere and celebrate the diversity of our local community; and WHEREAS, this Agreement meets such requirement; NOW, THEREFORE, CITY and OASIS agree as follows: AGREEMENT TO DEFEND, HOLD HARMLESS, AND INDEMNIFY; OASIS, through its duly and specifically authmized agents, hereby releases CITY and agrees, contracts and covenants not to bring suit and agrees to defend, hold hannless, and indemnify CITY, its officers, employees, agents and representatives from any and all claims, costs, judgments, awards, or liability to any person, including claims by OASIS' own agents, officers, employees and representatives to which OASIS might otherwise be immune, arising from the Palouse Pride Festival event scheduled to occur August 15, 2009, pennitted under the terms of Resolution No. 2009-Ji_, except for claims based upon the sole negligent, intentional acts of CITY. OASIS expressly agrees that this indemnity provision extends to any and all claims for injury, sickness, or death of any person, including officers, employees, agents and representatives arising out of, related to, or caused by the presence, dispensing, sale, gift, or ingestion of alcohol by OASIS or its officers, employees, agents and representatives including, but not limited to, the caterer and/or vendor of alcohol dming the Palouse Pride Festival event. Inspection, review and/or acceptance by the City of any activity perfom1ed by or during Palouse Pride Festival or any activity or non-activity by CITY police officers or other officers, employees, agents or representatives of CITY shall not be grounds for avoidance of any of the covenants of defense, indemnification or hold harmless by OASIS in behalf of CITY contained in this Agreement. AGREEMENT TO DEFEND, HOLD HARM LESS. AND INDEMNIFY (PALOUSE PRIDE FESTIVAL) PAGE!or2 ---PAGE BREAK--- SIGNED this So day of '2009. OASIS Kathy Sprague STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) CITY OF MOSCOW, IDAHO v)/{ff ACKNOWLEDGMENT On this 3Dftv day of J J_ , 2009, before me, a Notary Public in and for said State, appeared Kathy Sprague, kne\vn to me to be the person named above an cknowledged that she executed the foregoing document as having been specifically autho z d and having authority to bind Palouse Pride Festival to this Agre'Y"')""' Agreement/HoldHarmless;PalousePridc2009/pm AGREEMENT TO DEFEND, HOLD HARMLESS, AND INDEMNIFY (PALOUSE PRIDE FESTIVAL) PAGE20F2