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1994-1202_TORSON PACIFIC INVESTMENTS , INC_IndemnificationINDEMNIFICATION THIS INDEMNIFICATION AGREEMENT (this "Agreement") is executed as of December 2, 1994 by TORSON PACIFIC INVESTMENTS, INC., a California corporation (the "Indemnitor"), in favor o THE CITY OF SAN JUAN CAPISTRANO, (the "City") with reference to the facts set forth in the Recitals below: RECITALS A. The Indemnitor is the owner of a golf and country club facility commonly known as the San Juan Hills Country Club, located at 32120 San Juan Creek Road, San Juan Capistrano, California 92675 (the "Property"). The Indemnitor has requested approval from the City for the development of a driving range (the "Project") to be located on the Property. B. The City has approved the Project pursuant to PC Resolution 94-6-28-1. As a condition of its approval of the Project, the City has required that the Indemnitor indemnify the City from and against certain liabilities arising out of the Indemnitor's ownership and operation of the Project. The City has further required that, during the administrative appeals period applicable to its approval of the Project, the Indemnitor further indemnify the City against liabilities and claims arising out of any claim or action against the City to set aside or annul the approval of the Project. NOW THEREFORE, in consideration of the City's approval of the Project and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Indemnitor has agreed to execute this Agreement in favor of the City, and its officers, employees, and agents. AGREEMENT 1. Indemnity. The Indemnitor shall indemnify and hold the City and each of its officers, employees, and agents, harm- less from and against: a. Any claim, action or proceeding against the City or its agents, officers or employees for death, personal injury, property damage, infringement of personal rights, taking of private property or reductions in property value, or any other claim or cause of action whatsoever caused by, resulting from, or in any way connected directly or indirectly to the acts or omissions of the Indemnitor, its agents, officers, employees, customers, licensees, tenants, or successors -in -interest, on or about the portion of the Property on which the Project is 20666689 -1- I located, including, but not limited to injury caused by errant golf balls from the Project to persons or property on public property or public rights of way; and b. Any claim, action or proceeding against the City or its agents, officers or employees to attack, set aside, void, or annul the City's approval of the Project, which indemnification, for purposes of this Paragraph 1(b), shall automatically terminate and be of no further force and effect on the date on which an administrative appeal of the City's action in approving the Project is no longer permitted under applicable law. 2. Notice Re irement; Limitations. If the City fails to notify the In emnitor o any claim, action or proceeding (collectively, a "Claim") for which indemnification is provided under this Agreement, or such notification is not made within a reasonable period of time after the City's discovery thereof so as to permit the Indemnitor to timely respond to such Claim without prejudice to the defense of such Claim, the Indemnitor shall not thereafter be responsible to defend, indemnify or hold harmless the City with respect to any such Claim under this Agreement. The City shall extend all reasonable cooperation to the Indemnitor in connection with the defense or satisfaction of any Claim which is subject to this Agreement. In no event shall the Indemnitor be required to indemnify the City, its agents, employees and officers against any loss, claim or liability arising due to the gross negligence or willful misconduct of any of such parties. 3. Governin Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 4. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be deemed an original. All of such counterparts, when taken together, shall constitute but one and the same instrument. 5. Binding Effect. This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof, may be amended only in writing by all parties hereto and shall 20666689 -2- be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above. 20666689 TORSON PACIFIC INVESTMENTS, INC. By: Title: Rei EN THE CITY OF SAN JUAN CAPISTRANO By: 44 Title -3-