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General Provisions - 7
<br />understands that this is a government document that is subject to the applicable laws
<br />regarding disclosure. The Designated Official understands that by signing this
<br />Agreement the Designated Official warrants the Designated Official’s authority to bind
<br />the Subrecipient to the City on behalf of the Subrecipient and the accuracy of the
<br />Organizational Information in AmpliFund. The Designated Official may also be listed as
<br />the Recipient Manager, or a separate individual may be listed as the Recipient Manager
<br />if given the organizational authority from the Designated Official and/or Subrecipient’s
<br />Board of Directors or equivalent thereof.
<br />E. No member of Subrecipient's governing body or its personnel shall have any direct or
<br />indirect personal financial interest in this Agreement which affects his/her personal
<br />interest or the interest of any private corporation, partnership or association in which
<br />he/she is directly or indirectly interested. For the purposes of this section, partial
<br />ownership of publicly traded businesses is not a “direct or indirect interest” unless such
<br />partial ownership is sufficiently large as to be able to control the business in whole or in
<br />part.
<br />XV. Hold Harmless Provision
<br />A. Except as otherwise provided in this section, Subrecipient hereby agrees to defend and
<br />indemnify and hold harmless the City from any and all Claims arising out of, in connection
<br />with, or incident to (1) any breach of this Agreement or (2) any negligent or intentional
<br />acts, errors, omissions, or conduct by Subrecipient (or its employees, agents,
<br />representatives subcontractors/subconsultants) relating to this Agreement. Subrecipient
<br />is obligated to defend and indemnify and hold harmless the City pursuant to this section
<br />whether a Claim is asserted directly against the City, or whether it is asserted indirectly
<br />against the City, e.g., a Claim is asserted against someone else who then seeks
<br />contribution or indemnity from the City. Subrecipient’s duty to defend and indemnify and
<br />hold harmless pursuant to this section is not in any way limited to, or by the extent of,
<br />insurance obtained by, obtainable by, or required of Subrecipient. Subrecipient shall not
<br />indemnify the City for Claims caused solely by the negligence of the City. As used in this
<br />section: (1) “City” includes the City’s officers, employees, agents, and representatives and
<br />(2) “Claims” include, but is not limited to, any and all losses, claims, demands, expenses
<br />(including, but not limited to, attorney’s fees and litigation expenses), suits, judgments,
<br />or damage, irrespective of the type of relief sought or demanded, such as money or
<br />injunctive relief, and irrespective of whether the damage alleged is bodily injury, damage
<br />to property, economic loss, general damages, special damages, or punitive damages. If,
<br />and to the extent, Subrecipient employs or engages subconsultants or subcontractors,
<br />then Subrecipient shall ensure that each such subconsultant and subcontractor (and
<br />subsequent tiers of subconsultants and subcontractors) shall expressly agree to defend
<br />and indemnify the City to the extent and on the same terms and conditions as
<br />Subrecipient pursuant to this section.
<br />B. Subrecipient agrees to release, indemnify and promises to defend and save harmless
<br />the City and its officers, agents and employees from any and all liability of any nature or
<br />kind, including all costs and legal expenses, for or on account of any patented or
<br />unpatented invention, process, article or appliance manufactured for use in the
<br />performance of the Agreement, including its use by the City unless otherwise specifically
<br />stipulated in this Agreement.
<br />C. Subrecipient shall be responsible for all obligations relating to federal income tax, self-
<br />employment FICA taxes and contributions, and all other employer taxes and
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