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HomeMy WebLinkAboutCT 84-35; Mike Foote Development; 86-595619; Hold Harmless Agreement/Release~"u" 1) \I 1) .sicy (sierlc 1200 Elm, Avenue Carlsbqd, CA 92008 INDEMNIFICATION AND HOLD HARMLESS AGREE" This Indemnification and Hold Harmless Agreement enterec this 17 day of November , 1986, by and between the C CARLSBAD (hereinafter referred to as ''City'') and MIKE DEVELOPMENT COMPANY, a California corporation (hereinafter re to as "Foote"), is made with reference to the following facts City will become the owner of certain property right A. result of the recordation of the final maps for Units 2 Falcon Hills CT 84-35 for property located within the City. B. There have been recorded certain liens agains Property. These liens have not subordinated to the recordat the final maps and the City's property rights acquired thereb C. Foote is in the process of removing the liens fr Property through litigation at the present time. D. It is the intent of the parties hereto to execut Agreement in order to clarify their positions regardin recordation of the final maps and the existing liens Property which affect the City's property rights acquired recordation of the final maps. NOW, THEREFORE, the parties agree as follows: 1. Foote Indemnification of City. 1.1. To the fullest extent permitted by law, Foote agrees to indemnify and hold harmless City from and again lawsuits, claims, damages, charges, demands, liabil attorney's fees and okher costs and expenses of every ki character, joint or several, which may be suffered or incur 1 e e 1001 '. City as a result of any threatened, pending or completed 1 action, suit, demand or other proceeding made or brought : person or entity (hereinafter referred to as ''Claimant"), inc such Claimants, shareholders, directors, agents, heirs, succe assigns, executors, attorneys and other personal representa arising out of, or otherwise relating to, claims arising fr damage to Property or injury to a tenant, guest, invitee loca the Property as a result of the superiority of the liens Property affecting the City's property rights in the Property 1.2. With respect to any such claim, action, suit, or other proceeding in which Foote may have an obligat indemnify and hold harmless City pursuant to Paragraph B h City in its sole discretion shall be entitled to defend or such claim, action, suit, demand or other proceeding, represented by counsel of its own choice and to retain accoun investigators, consultants and other experts and/or assista their own choice. Foote shall promptly pay to City, upon re from time to time, without offset, counter-claim or deduct any nature, all costs and expenses (including all losses, c damages, charges, demands, liabilities, costs and ex described in Paragraph 1.1 hereof) incurred by City in defend settling such claim, act.ion suit, demand or other proceeding. Foote also promptly shall pay, upon request, all and expenses, including reasonable attorney's fees, incur City in enforcing this Indemnification and Hold Harmless Agr or suing for the breach thereof. 2 . 0 0 1002 *. 2. Miscellaneous. 2.1 This Agreement shall be binding up( shareholders, directors, agents, heirs, successors, a! executors and other personal representatives of Foote an( inure to the benefit of the agents and representatives of Cii 2.2 In the event that any provision of this Agree] the application thereof to any person or under any circumstai determined to be invalid, unlawful or unenforceable to any ( then to such extent such provision shall be deemed sever< this Agreement; but the application of such provision to an person or under any other circumstance other than those as tl it is determined to be mvalid, unlawful or unenforceable, s deemed to be included in the agreement and every re provision of this Agreement shall continue in full fo effect. 2.3 All notices and other communications requ permitted by this Agreement to be given by City to Foote b to City shall be given in writing and shall be personally de or sent by first-class mail, postage pre-paid, addressed as (or to such other address as hereafter specified in writing) Mike Foote Development Company 5605 Kearny Villa Way, Ste. 211 San Diego, California 92123 City of Carlsbad 3 1033 ' . e .\ .. . * k Notice shall be deemed given forty-eight (48) hours fol deposit in the United States postal mail service in the specified above. 2.4 This Agreement shall be governed by, ConStn enforced in accordance with the laws of the State of Californ IN WITNESS WHEREOF, the parties have executed this Agr the day and year first hereinabove written. CITY OF CARLSBAD 66 595C19 BY -- hq!' COMMUNITY DEVELOP- D: MIKE FOOTE DEVELOPMENT Cob 13 ;*:I 2 2 i a California corporation \/\ " \ q-+./c BY -' Michael J. F ote, resic r ! t STATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ]I 1 On November 17, 1986 before me, the undersigned, a Notary Public ir State, personally appeared MICHAEL J. FOOTE, personally known to me or proved basis oi satisfactory evidence to be the person who executed the within instrument a of MIKE FOOTE DEVELOPMENT CO., INC., the corporation that executed the wit! and acknowledged to me that such corporation executed the within instrument F bylaws or a resolution of its board of directors. 4 WITNESS my hand and official seal.