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HomeMy WebLinkAbout11-0107 Sanfilippo and Son • 11—Otos INDEMNIFICATION AGREEMENT This Indemnification Agreement (this "Agreement") is hereby made and entered into as of this 7th day of January 2011,between John B.Sanfilippo&Son,Inc.,a Delaware corporation having its principal place of business located at 1703 N. Randall Road, Elgin, Illinois ("Indemnitee"), and the City of Elgin,an Illinois municipal corporation("Indemnitor"). WHEREAS, Indemnitee owns certain property commonly known as the Corporate Campus,located at 1703 N.Randall Road,Elgin,Illinois("Facilities");and WHEREAS, Indemnitor recognizes that the Facilities are unsupervised and there are inherent risks to utilizing the Facilities;and WHERAS, Indemnitor wishes to make use of the Facilities and to make the Facilities available for the use of Indemnitor's employees and invitees; and WHEREAS, as a condition precedent to Indemnitee allowing Indemnitor and Indemnitor's employees and invitees (collectively, the "Indemnitor Parties") access to the Facilities,Indemnitee is requiring Indemnitor to execute this Agreement. NOW, THEREFORE, in consideration of the foregoing and for the good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Indemnification. The Indemnitor hereby agrees to indemnify and hold harmless Indemnitee, and its agents, affiliates, representatives, heirs, successors and assigns (collectively, the"Indemnitee Parties"), from and against any and all losses, claims, actions,causes of actions, proceedings, hearings, suits, damages and liabilities (excluding the cost of investigating and defending any claims therefor and fees and disbursements of counsel and other costs of litigation incurred in connection therewith) of any form whatsoever to which it may become subject as a result of the negligent or reckless use of the Facilities by the Indemnitor Party and/or its employees and invitees. 2. Agreement Not to Sue. Indemnitor agrees that, among other things, the indemnification and release provided herein includes Indemnitor's agreement not to sue or to make any claim against any or all of the Indemnitee Parties for any injuries or loss of property sustained at the Facilities or as a result of any Indemnitor Party's negligent or reckless use of the Facilities. 3. Termination of Use of Facilities. Indemnitor agrees that the indemnitor Parties' access and use the Facilities will terminate without any action by Indemnitee when Indemnitor is completed with training activities during the period January 1, 2011-December 31, 2011, at the Facilities and that Indemnitee may terminate the Indemnitor Parties' right to access and use the Facilities at any time,with or without notice or cause and without cause. 4. Partial Invalidity. In the event one or more provisions of this Agreement shall be adjudicated to be invalid for any reason, the remaining provisions of this Agreement shall nonetheless remain in full force and be given full effect. 5. Entire Agreement. This Agreement shall embody the entirety of the under- standing between the Indemnitor and the Indemnitee with respect to the subject matter hereof.To the extent inconsistent with this Agreement, no prior agreement, written or oral shall be given effect. 6. Notices. Any notice,report, or other communication required or permitted to be given hereunder shall be in writing and shall be given: (a) by delivery in person to an officer of the party to whom it is addressed or (b) by mailing, by registered or certified mail, postage prepaid,return receipt requested,to the party to whom it is addressed at the addresses set forth in the Lease. Any party, by notice of aforesaid, may designate a different address or addresses for notices,reports or the communications intended for it. 7. Governing Law. This Agreement has been executed and delivered in and shall be governed by the laws of the State of Illinois. 8. Successors and Assigns. This Agreement shall be binding upon,and inure to the benefit of,the parties named herein and their respective successors and assigns. 9. Waiver. No failure or delay on the part of Indemnitee in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any power, right or privilege preclude any other or future exercise of any such power, right or privilege. All powers, rights and privileges hereunder arc cumulative to, and not exclusive of,any powers,rights or privileges otherwise available. 10. Joint and Several. The obligations and liabilities of the Indemnitor are joint and several. 11. Time. Time is of the essence of this Agreement. 12. Waiver of Trial by Jury. To the extent permitted by applicable law, the parties hereto waive trial by jury in any action brought on, under or by virtue of this Agreement and waive any right to require the other party hereto at any time to pursue any remedy in Indemnitee's power whatsoever. 13. Venue . This Agreement shall be subject to and governed by the laws of the State of Illinois. Venue for the resolution of any disputes for the enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County,Illinois. [Signature Page Follows) -2- IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day and year first written above. INDEMNITOR: City of Elgin By: Gf. an R.Stegall,City M ger INDEMNITEE: JOHN B. SANFILIPPO&SON, INC. a Delaware corporation By: Name: / a.P /.CAV ir/ Its: Wolf,Lt.Bill Schultz,Ofc.Jeff Rafferty,Lt.Scan Hill,Ofc.Steve Slocum,Ofc.John Bianchi,Ofc.Steve Wolek,Ofc.Tom Lalley,Sgt.Jim Kite,Ofc.Marshall Lentz,Ofc.Jason Sharp,Ofc.Paul Trost,Ofc.Frank Fleury,Ofc.Colin Jensen,Ofc.Chris Michael,Ofc.Tom Demierre,Ofc.Rick Pavoris,Todd Schroeder,Shuan Kozicki,Ofc.Nick Ziegler,Ofc.Josh Soberano,Robbie Thomjpson,Chad fAlegal dcpt\agreement\indemnification agreement-sanfilippo&sons-final.doc -3-