TERMS AND CONDITIONS OF THE GRANT ASSISTANCE PROGRAM FOR DOWNTOWN EVENTS
These terms and conditions are incorporated into the Grand Rapids Downtown Alliance's "Grant Assistance Program for Downtown Events" (the "Program") grant application and apply to any event sponsored in whole or part by funds provided by the Program.
DEFINITIONS
"Downtown Alliance" shall mean the Grand Rapids Downtown Alliance, a Michigan nonprofit corporation.
"Event" shall mean any event sponsored in whole or part by any funds donated or distributed in connection with the Downtown Alliance's Grant Assistance Program for Downtown Events.
"Grantee" shall mean any individual, organization, entity or group receiving funds from the Grand Rapid Downtown Alliance's Grant Assistance Program for Downtown Events.
"Indemnitees" shall mean the Downtown Alliance and its trustees, committee members, employees, agents and servants.
"Program" shall mean the Grand Rapids Downtown Alliance's Grant Assistance Program for Downtown Events.
TERMS AND CONDITIONS
Representations of Grantee. Grantee represents that it shall be fully responsible for every aspect of the Event, and that Grantee shall assure that the Event complies with applicable laws, rules, regulations, ordinances, orders, restrictions and insurance policies. The Downtown Alliance shall not be liable to Grantee, any vendor, or to any other third party for any matter arising out of or in connection with the Event. No director, committee member, officer, employee, agent or servant of the Downtown Alliance shall be charged personally with any liability, or held personally liable in connection with the Event. Unless Grantee discloses the conflict of interest in its application, no director, officer, employee, agent or servant (including any event committee member) of the Downtown Alliance will have any interest, direct or indirect, in any contract or subcontract for work to be performed, services to be rendered, or goods to be purchased in connection with the Event or in any proceeds of the grant.
Obligation to Indemnify. The Downtown Alliance is only a grant source and is not responsible for management, administration, compliance or any other aspect of any Event. Therefore, Grantee shall defend, indemnify and save the Downtown Alliance and its directors, committee members, officers, employees, agents and servants (collectively, the "Indemnitees" and each an "Indemnitee") harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including, without limitation, court costs and attorneys' fees and disbursements, that may be imposed upon, or incurred by, or asserted against, any of the Indemnitees by reason of any of the following, except that no Indemnitee shall be so indemnified and saved harmless to the extent that such liabilities, etc., are caused by the gross negligence or intentional tortious acts of such Indemnitee: any accident, bodily injury (including death at any time resulting therefrom) or damage to any person or property occurring in connection with any Event or the failure to act on the part of Grantee or any of its respective partners, joint venturers, officers, shareholders, members, managers, directors, agents, grantees, servants, employees, licensees or invitees. Downtown Alliance is not Grantee's partner, joint venturer, servant, and/or employee and has no relationship to Grantee whatsoever beyond donating funds under the Program.
Contractual Liability. The obligations of Grantee under these terms and conditions shall not be affected in any way by the absence of insurance coverage or the inadequacy of any insurance coverage, or by the failure or refusal of any insurance carrier to perform an obligation on its part to be performed under insurance policies related to the Event or the property on which it is held.
Defense of Claim, Etc. If any claim, action or proceeding is made or brought against any of the Indemnitees in connection with any event referred to in these terms and conditions, then upon demand of the Downtown Alliance, Grantee shall either resist, defend or satisfy such claim, action or proceeding in such Indemnitee,s name, by the attorneys for, or approved by, Grantee's insurance carrier (if such claim, action or proceeding is covered by insurance), or by such other attorneys as each Indemnitee shall reasonably approve. The foregoing notwithstanding, any such Indemnitee may engage its own attorneys to defend such Indemnitee, or to assist such Indemnitee in such Indemnitee's defense of such claim, action or proceeding, as the case may be, at Grantee's sole cost and expense.
Notification and Payment. Promptly, upon having actual knowledge thereof, an Indemnitee shall notify Grantee of any cost, liability or expense incurred by, asserted against, or imposed on, such Indemnitee, as to which cost, liability or expense Grantee has agreed to indemnify such Indemnitee pursuant to these terms and conditions. Grantee agrees to pay such Indemnitee all amounts due under these terms and conditions within fifteen (15) business days after the Downtown Alliance's request therefor, if Grantee is obligated to make such payment pursuant to the terms of this Agreement.
By submitting an application, an applicant agrees to be bound by all the terms and conditions included above, including but not limited to the indemnification provisions attached.
