SANTA ANA GOLF, LLC (COURSECO, INC.)

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3.9 Restrictions on Use of Facility. (a) The Facility shall be used solely for the operation of an eighteen (18) hole championship golf course, and retail golf shop, bar and restaurant, banquet facility, driving range and such other uses and amenities as may be approved by City and are compatible with the operation of an eighteen (18) hole championship golf course including, by way of illustration, a golf school, a health spa, a sports and entertainment facility and banquet facilities. (b) Contractor agrees not to allow the use of the Facility for or carry on or permit any dangerous activity or nuisance. Further, Contractor agrees not to use the Facility for any purpose which would increase existing rates of insurance or cause cancellation of any insurance policy carried by City or Contractor. Contractor shall cause the Facility to comply with all Legal Requirements relating to the condition, use and occupancy of the Facility. ARTICLE 4 -INSURANCE AND INDEMNIFICATION 4.1 Insurance Policies. Without limiting City's right to indemnification, it is agreed that Contractor shall maintain in full force and effect, at the expense of the City in accordance with the Agreement, the minimum insurance coverages set for in Exhibit C, attached hereto and incorporated herein by this reference. 4.2 Citv's Insurance. City may, at its sole election, procure and maintain property insurance with respect to the Facility during the term of this Agreement. 4.3 Indemnification and Hold Harmless. Contractor shall fully defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, employees, volunteers, United States Army Corp of Engineers, at Contractor's cost, from and against any and damages, liabilities, claims, costs or expenses, including but not limited to reasonable attorneys' fees and costs, for economic damage to third parties, property damage or bodily injury, including, but not limited to death: (a) Which results from any act or omission by Contractor or any officer, director, employee, or subcontractor of Contractor in connection with Contractor's performance under this Agreement; (b) Which result from any action taken by Contractor relating to the Facility(i) that is prohibited by this Agreement, or(ii)that is not within the scope of Contractor's duties under this Agreement, or(iii)that is not within. Contractor's delegated authority under this Agreement; (c) Which result from Contractor's violation of Insurance Requirements or Legal Requirements: or (d) Which City, by reason of any alleged breach of a "non-delegable duty, is subject to, because of the Contractor's violation of any national, state, or local law, regulation or order which pertains to providing safe working conditions for Contractor's employees, or because of Contractor's employees; or -1O-