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
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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
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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:
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