GOLDEN EAGLE FARMS - INDEMNITY AGMT GOLDEN EAGLE FARMS

defense; provided, however, that such forty-five (45) day period may be extended with the written consent of both parties. Should the Association fail or refuse to accept the tender and provide a defense within the forty-five (45) day period, or such other period as the parties mutually agree to in writing, City shall have the right to secure and assert such defense as it shall, in its sole discretion, deem necessary and reasonable. Any dispute as to whether the cause of action or actions or claim or claims at law arises out of or is based upon any or all of the actions, omissions or conditions specifically described in paragraph 1, Sections a, b or c shall be submitted to a single neutral arbitration agreed upon by the parties pursuant to Sections 1280 through 1294.2. Any payments to the arbitrator prior to decision shall be split equally and, upon decision, the prevailing party shall be reimbursed for any costs of arbitration. 3. It is anticipated that the City will approve a final development plan permitting development and construction of the project. The parties agree that the compliance of Johnson, its successor, successor-in-interest or assign, with all other terms and conditions of the Conditions of Approval - PUD-85-15, dated January 7, 1986, shall be an express condition of the issuance of such approval. This Agreement shall not take effect or be binding on the parties until the City approves the final development plan. 4. The terms of this Agreement shall not impair any rights of contribution or equitable indemnity that the Association may have against third parties. 5. The Association agrees to maintain liability insurance as required by the applicable governing documents approved by the City and the California Department of Real Estate. The parties agree that the Association shall not be required to provide separate security to secure its obligation to defend, indemnify and hold the City harmless as set forth in this Agreement. 6. This Agreement is binding on and for the benefit of the parties hereto and their respective employees, principals, agents, heirs, executors, administrators successors, successors-in-interest and assigns, wherever the context so requires or admits. 7. This Agreement may be executed so executed by all parties hereto, together shall constitute a fully executed 8. This Agreement sets forth the the parties, and supersedes all other o contracts or agreements. in counterparts and, when all of the counterparts agreement. entire agreement between ral or written provisions, 9. If any term, sentence, provision, covenant or condition of this Agreement is declared invalid, void or unenforceable, the remainder of the provisions shall remain in full force and effect, and shall in no way be affected, impaired or invalidated -3-