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Training Agreement ACHD and City of MeridianRELEASE OF LIABILITY WITH RIGHT OF ENTRY and INDEMNIFICATION AGREEMENT (Meridian, Ada County, Idaho) This RELEASE OF LIABILITY WITH RIGHT OF ENTRY AND INDEMNIFICATION AGREEMENT (the "Agreement") is entered into as of the -4 day of August, 2015 between the CITY OF MERDIAN FIRE DEPARTMENT ("Meridian"), and the Ada County Highway District (ACHD) ACHD owns and /or has interest in certain property in Meridian, Ada County, Idaho, located at 4842 W. Franklin Road (the "Property"). The Ada County Highway District is willing to make the building(s) on the property available to Meridian for conducting training exercises for Meridian's Fire Department, The Ada County Highway District is willing to permit the property to be utilized by Meridian for such purposes, so long as the terms of this Release of Liability with Right of Entry and Indemnification Agreement are approved by Meridian. As used below, the term "indemnitee" shall mean Ada County Highway District, and the respective successors and assigns of the parties collectively referred to as such. NOW THEREFORE, for value received, and in consideration of the promises of the parties set forth in this agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties agree as follows: 1. Right of Entry to Meridian. Meridian shall be permitted to utilize the building on the property, for purposes of certain training exercise. No persons other than employees of a Fire Department will be on the property and/or participate in the training exercises. All debris created by or resulting from the training exercises shall be placed inside the residence on the Property upon completion of said exercises. 2. No Compensation. There will be no compensation paid to Ada County Highway District from Meridian for the rights of entry and use pursuant to this Agreement. 3. Time Period for Entry. Meridian may enter the Property on August 2, 2016 and must vacate the premises by the end of August 4, 2016, at which time this Agreement shall terminate. 4. Disclaimers and Risk of Injury in Connection with Entry. Indemnitee makes no representation or warranty as to (and will have no responsibility or liability for) any aspect or condition of the Property or adjoining properties, whether known, unknown, concealed, latent or otherwise. Meridian assumes all risk of injury, loss or damage to Meridian, its invitees pursuant to this Agreement, and Indemnitee, and to any goods, materials or other property owned by Meridian, Indemnitee or others which may occur as a result of Meridian's exercise of its rights under this Agreement. Indemnitee will have no responsibility or liability as to any such injury, loss or damage, or for any worker's compensation or other claims relating to any injury in connection therewith. By way of example and not as a limitation on the foregoing, Meridian acknowledges that asbestos exposure which may occur as a result of Meridian's exercise of its rights under this Agreement and agrees that Indeminitee will have no responsibility or liability as to any such injury, loss or damage, or for any worker's compensations or other claims relating thereto. S. 'Representation Made Before Entry by Meridian. Prior to entering any part of the Property, Meridian represents and warrants to Indemnitee that the following will be true as to the Property being entered: (i) Meridian has conducted appropriate and necessary inspections of the Property and surrounding area, so as to be familiar with the Property and any condition, installation(above or below ground), or aspect of the Property and surrounding area as may create a risk of injury or damage in connection with the conduction of Meridian's activities; and (ii) Meridian has obtained all necessary governmental permits, approvals and authorizations necessary to conduct its activities and will comply with and perform its activities in compliance with all applicable local, state, and federal statutes, ordinances, rules, regulations and other legal requirements pertaining thereto. 6. Indemnification as to Claims Resulting from Entry. Meridian herby agrees to indemnify, defend, protect and hold the Indemnitee (including its/their respective officers, directors and employees) harmless from and against any and all loss, cost liability, claim, damage and expense (including, without limitation, attorney's fees and expenses) incurred in connection with or arising from (1) and injury, illness, damage or death of or to any person or property or from any other cause whatsoever occurring as a result of Meridian's exercise of Its right hereunder (which will not be construed to make Meridian liable to Indemnitee for property damage or debris remaining within the Property after the Training exercise other than resulting from Meridian's entry and activities pursuant to this Agreement); (11) any claim or litigation, whether material or immaterial, with respect to any action taken by, or injury, illness, damage or death resulting from actions of Meridian pursuant to this agreement or (iii) Meridian's failure to timely and fully perform its obligations under this Agreement or any other breach by Meridian of the terms of this Agreement. 7. Attorney's Fees. If legal proceedings are instituted to enforce this Agreement, the prevailing party shall recover, and the losing party shall pay, its reasonable attorney fee's, at trial, upon appeal and on any petition for review, in addition to all other costs and damages allowed, as determined by the court. 8. Entire Agreement, Invalidity. This Agreement is the entire agreement between the parties and supersedes and replaces all other written or oral agreements or understandings between the parties. if any term of this Agreement is held to be void or unenforceable, it shall be deemed severed from this Agreement and the balance of this Agreement shall survive. 9. Governing Law. This Agreement shall be governed, Interpreted and enforced in accordance with the laws of the State of Idaho. 10. Time of the Essence. Time is of the essence of the performance of each obligation under this Agreement. 11. Counterparts. This Agreement may be executed, simultaneously or separately, in one or more counterparts, each of which will be deemed to be an original and all of which, collectively, constitute on and the same Agreement, Facsimile signatures shall be binding as originals. 12. Authority. The parties herby warrant that the person executing this Agreement on behalf of each party is, at the time of its execution, duly authorized to do so and is fully vested with the authority to bind that party in all respects. IN WITNESS WHEREOF, each of the undersigned has caused this instrument to be duly executed and delivered as of the date shown above. CITY Of ME DIAN R EpPRTMENT ap�TED A� �Qo - gy; ✓ ltl T� ilv ER IDjA ., ADA OUNTY HIGHWAY DISTRICT -i IDAHO S - - --- AL Title: �� t_