HomeMy WebLinkAboutStandard Pacific Corporation; 2001-08-31;DEFENSE AND INDEMNIFICATION AGREEMENT
T IS DEFENSE AND INDEMNIFICATION AGREEMENT ("Agreement") is made
this e FI day of August, 2001, by and between THE CITY OF CARLSBAD, a municipal
corporation ("City") and STANDARD PACIFIC COW., a Delaware corporation ("Developer"),
with reference to the facts set forth below.
RECITALS
A. Developer has applied to City for approval of a development commonly referred
to as the ThompsordTabata project [Case No. ZC 98-08LCPA 98-04/CT 98-14iPUD 98-05KP
00-02/SDP 99-06/HDP 98-15KDP 98-68] which includes 238 single family lots, among others,
on 82.20 acres (the "Project").
B. In consideration of Developer's request for City to process the Project, Developer
desires to defend and indemnify City, its agents, officers and employees from all liability, costs,
expenses (including attorneys' fees) arising from, or in connection with, the City's processing
and/or approval of the Project in the event any third party claim, action or proceeding is brought
challenging City's approval of the Project.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as set forth below:
1. Developer shall defend and indemnify City, it agents, officers, and employees
from and against all third party actions, suits, claims, damages, losses, judgments, liabilities,
expenses and other costs, including but not limited to reasonable litigation costs and attorneys'
fees, arising out of, resulting from, or in connection with the Project approvals, including but not
limited to, the City's acts or omissions with regard to compliance with the California
Environmental Quality Act or other laws with regard to any decision concerning the Project.
Developer's obligation to defend and indemnify City includes any suit or challenge by any third
party against City regarding the Project which contests the legality or adequacy of CEQA reports
or documentation, and/or City's processing and/or approval of the Project, and/or the Project's
compliance with the requirements of applicable law. Each party hereto shall promptly notify the
other in writing upon receipt of any claim involving the Project approvals.
2. City shall have the right but not the obligation to participate at its own expense in
the defense of any third party suit or challenge, but such participation shall not relieve the
Developer of any obligation to defend and indemnify City pursuant to this Agreement. Should
Developer fail to defend and indemnify City against third party litigation regarding the Project
and/or to perfom any obligation to defend and indemnify imposed under this Agreement, City
may, in addition to any other remedies available to it, discontinue the defense of any such
litigation. City's decision to discontinue the defense will not relieve the Developer from its
obligation to indemnify the City for any resulting cost bill and/or attorney fees award.
3. Nothing in this Agreement is intended to release any claim which Developer may
have against City, or which City may have against Developer. The parties hereto agree that
Developer's obligations under this Agreement to defend and indemnify City do not extend, and
will not apply, to any claim, suit or challenge which Developer may bring against City or which
City may bring against Developer.
4. All parties to this Agreement shall proceed in good faith and with reasonable
diligence to achieve a settlement or other disposition of any third party claim, proceeding or
action which will minimize, to the extent reasonably practicable, Developer's costs to defend and
indemnify City under this Agreement. The parties hereto shall consult with one another and give
due consideration to each other's views prior to any such settlement or final disposition;
provided, that the decision to settle shall be in the sole discretion of each party hereto.
5. General Provisions.
(a) Entire Ameement. This Agreement and the exhibits hereto constitute the
final and complete agreement, and supersede all prior correspondence, memoranda or agreements
between the parties relating to the subject matter hereto. This Agreement cannot be changed,
modified or terminated other than by a written agreement executed by both parties.
(b) Bindine on Successors. The provisions of this Agreement shall extend to,
bind and inure to the benefit of the parties hereto and their respective personal representatives,
heirs, successors, and assigns.
(c) Governing Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of California.
(d) Jurisdiction and Venue. Any action by either party to enforce this
Agreement must be maintained in a court of competent jurisdiction in the County of San Diego,
California.
(e) Severability. In the event that any phrase, clause, sentence, paragraph,
section, article or other portion of this Agreement shall become illegal, null or void or against
public policy, for reason, or shall be held by any court of competent jurisdiction to be illegal, null
or void or against public policy, the remaining portions of this Agreement shall not be affected
thereby and shall remain in force and effect to the fullest extent permissible by law.
2
(f) Countemarts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original agreement, and all of which shall constitute one
agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date specified above.
STANDARD PACIFIC CORP., a Delaware
corporation
By:
APPROVED AS TO FORM: APPROVED AS TO FORM:
&&a, IC. /-/f.dW
Ronald R. Ball, City Attorney
1664305.3 3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of 5an Ditso
& personally known to me
0 proved to me on the basis of satisfactory
evidence
to be the person@) whose name& islere
subscribed to the within instrument and
acknowledged to me that helsWey executed
the same in hislk4beir authorized
capacity(&), and that by hislhor4keir
signature(k) on the instrument the person(&, or
the entity upon behalf of which the person&
acted, executed the instrument.
Signature of NXary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Title or Type of Document: Attachedpc
Description of
Document Date: Number of Pages: 3~
Signer@) Other Than Named Above: &.,M p. &I d mk,- A. ch:
Capacity(ies) Claimed
Signer's Name:
0 Individual $- Corporate Officer - Title@): /hA.#&
0 Partner - [7 Limited General
0 Attorney in Fact
0 Trustee
0 Guardian or Conservator
0 Other:
Signer Is Representing: r) I
RONALD R. BALL
CITY ATTORNEY
JANE MOBALDI
ASSISTANT CITY ATORNEV
ClNDlE K. McMAHON
DEPUTY CITY ATTORNEY
DEPUTY CITY ATTORNEY
JULIA L. COLEMAN
CITY OF CARLSBAD
CARLSBAD, CALIFORNIA 92008-1989
1200 CARLSBAD VILLAGE DRIVE
FAX: (760) 434-8367
(760) 434-2891
March 5,2002 SECRETARY TO CITY AnORNEV
RANDEE HARLlB
LEGAL SECRETARYIPARALEGAL
ARDIS SEIDEL
Jeffrey A. Chine, Esq.
Luce Forward Hamilton & Scripps LLP
Suite 2600
600 West Broadway
San Diego, CA 92101-3391
RE: DEFENSE AND INDEMNIFICATION AGREEMENT
Dear Mr. Chine:
Attorney McMahon asked that I send you a duplicate original of the above referenced
document. Please let me know if I can be of further assistance. LA V truly yours,
: RANDEE HARLlB
Secretary to the City Attorney
c: "'city Clerk
(with duplicate original)
Senior Planner Grimm
(with copy of original)
CERTIFICATE OF QUALIFICATION mm
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