INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
In consideration for the use of the Shinzen Japanese Garden grounds and facilities and to the fullest extent allowed by law, the APPLICANT does hereby agree to indemnify, hold harmless and defend the CITY OF FRESNO (hereinafter referred to as “CITY”) and the SHINZEN FRIENDSHIP GARDEN, INC. (hereinafter referred to as “Garden”) and each or their officers, officials, employees, agents and volunteers from any and all loss, liability, fines, penalties, forfeitures, costs and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time and property damage) incurred by the CITY, GARDEN, APPLICANT or any other person and from any and all claims, demands and actions in law or equity (attorney’s fees and litigation expenses), arising or alleged to have arisen directly or indirectly out of the use of the Shinzen Japanese Garden grounds and facilities by the APPLICANT or any of his/her/its officers, officials, employees, agents, volunteers or invitees. APPLICANT’s obligations under the proceeding sentence shall apply regardless of whether the CITY or GARDEN or any of their officers, officials, employees, agents, volunteers are actively or passively negligent, but shall not apply to any loss, liability, fines, penalties, forfeitures, costs or damages caused solely by the active negligent or willful misconduct of the CITY, GARDEN or any of their officers, officials, employees, agents, or volunteers.
APPLICANT shall conduct all defense at his/her/its sole cost. The duty to defend hereunder is wholly independent of and separate from the duty to indemnify and such duty to defend exists regardless of any ultimate liability of APPLICANT. Such defense obligation shall arise immediately upon presentation of a Claim by any party and written notice of such Claim being provided to APPLICANT.
CITY and GARDEN shall be reimbursed for all costs and attorney’s fees incurred by CITY or GARDEN in enforcing this Agreement.
This Indemnification and Hold Harmless Agreement shall survive the use of the Shinzen Japanese Garden grounds and facilities.
The undersigned acknowledges that he/she (i) has read and fully understands the content of this Indemnification and Hold Harmless Agreement; (ii) is aware that this is a contract between the
CITY / GARDEN and APPLICANT; (iii) has had the opportunity to consult with his/her attorney, at his/her discretion; (iv) is fully aware of the legal consequences of signing this document; and (v) is the APPLICANT or his/her/its authorized signatory.