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HomeMy WebLinkAbout*AGMT - Airport Working Group of Orange County, Inc. 4 • v ae .f nitemLIAle D3 °a INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT ( "Agreement ") is made and entered into this o day of A by and between artip, je ("City ") whose address is...111— g0004 j74Gand th 'rport Working Group of Orange County, Inc. ( "AWG ") whose address is / /22.2- ANcpr- A emmo y , o Cit and AWG are referred to collectively herein as "the Parties." RECITALS WHEREAS, AWG opposed The Orange County Central Park and Nature Preserve Initiative which appeared on the March 5, 2002 Orange County ballot as "Measure W." WHEREAS, City opposed Measure W. WHEREAS, On March 5, 2002, Measure W was approved by a majority of Orange County voters. WHEREAS, AWG desires to bring a civil action in the Superior Court of the State of California, County of Orange, challenging the lawfulness of Measure W and the electoral process which resulted in its passage. ( "Civil Action ") WHEREAS, City desires to appear as a named plaintiff, along with AWG and other • plaintiffs, in the Civil Action. WHEREAS, AWG desires to include City as a named plaintiff, along with AWG and other plaintiffs, in the Civil Action. WHEREAS, City does not wish to incur any costs, expenses, fees, obligations or liabilities in connection with, or arising out of City's participation in the Civil Action. Page 1 of 4 • - • AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows: 1. The Civil Action. AWG agrees to prepare and file, in the Superior Court of the State of California, County of Orange, a civil complaint, which will include City, along with AWG and other plaintiffs, as a named plaintiff therein, challenging the lawfulness of Measure W and the electoral process which resulted in its passage. ( "Complaint ") 2. Indemnification. AWG agrees to and shall indemnify and save City, its officials, employees, and agents harmless from and against any and all liability, loss or damage, including but not limited to any and all claims, demands, actions, and causes of actions, including without limitation, expenses, costs, and attorneys' fees which AWG, its employees and agents may at any time sustain or incur by reason of City's participation in the Civil Action. 3. Release. AWG hereby releases and forever discharges City from any and all liability, damage, actions, causes of action, claims or losses whatsoever, in law or equity, that AWG or its successors, assigns, officers, directors or agents may now or hereafter have against City by reason of, or arising out of City's participation in the Civil Action. 4. Claims. In the event of any asserted claim, City shall provide AWG reasonably timely notice of the claim and, thereafter, AWG shall, at its own expense, defend, protect and hold harmless City against said claim or any loss or liability arising thereunder. In the further event that AWG should fail to defend and/or indemnify and hold City harmless, City shall have full rights to defend, pay or settle the claim on its behalf, without further notice to AWG, along Page 2 of 4 • • with full rights of recourse against AWG for all fees, costs, expenses and payments made or agreed to be paid to discharge the claim. 5. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns and representatives. 6. Contributions. This Agreement neither requires nor precludes City from making any voluntary contributions to AWG for use by AWG in prosecuting of the Civil Action described herein. 7. Scope of Agreement. This Agreement shall be unlimited as to amount and duration. 8. Enforceability. The invalidity or enforceability of any particular provision of this Agreement shall not in any way affect the other provisions of the Agreement, which shall be construed in all respects as if such individual or unenforceable provision was omitted. 9. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 10. Amendment. This Agreement may not be amended except by a written instrument signed by all of the Parties through their authorized representatives. 11. Counterparts. The Parties agree that this Agreement may be executed in one or more counterparts, all of which, taken together, shall constitute one and the same agreement. A facsimile copy of this Agreement shall be considered an original and shall be admissible in a court of law to the same extent as an original agreement. 12. Integration of Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to City's and AWG's joint participation in the Civil Action, and any and all prior discussions, negotiations, commitments and Page 3 of 4 • • understandings related thereto are hereby merged in this Agreement. No representations, oral or otherwise, express or implied, other than those contained herein have been made by any of the Parties. No other agreements not specifically referred to herein, oral or otherwise, shall be deemed to exist or to bind the Parties. No rights shall be created or lost by this Agreement, or by the conduct of the Parties pursuant to this Agreement, it being the intent of the Parties that their rights concerning prosecution of the Civil Action be defined and determined by this Agreement. Dated: March , 2002 AIRPORT WORKING GROUP OF ORANGE COUNTY, INC. By: Its: Vit Dated: March, 2002 CITY OF e4& By: Its: Page 4 of 4