CALIFORNIA SPLASH - INDEMNIFICATION AGRMNT 3/30/05

~ • INDEMNIFICATION AGREEMENT THI INDEMNIFICATION AGREEMENT is made this ~~"day of 2005, by and between California Splash LLC, a California limited liability company (" California Splash") and the City of Pleasanton, a municipal corporation ("City"). RF.('.TTAT,S A. California Splash leases a portion of real property from the East Bay Regional Parks District ("EBRPD") commonly known as Shadow Cliffs Regional Recreation Area, located at 2500 and 3320 Stanley Boulevard, Pleasanton, California ("Property"). B. In 2004, California Splash obtained a conditional use permit and design review approvals from the City to expand the existing water park facilities and related improvements at the Property (PCUP-63 and PDR-243) ("Project"). C. To undertake the Project in a timely manner, which is subject to scheduling constraints from EBRPD, the work will occur without the typically required access road and fire protection system, which violates the Uniform Fire Code. D. California Splash has requested City to allow the Project to proceed, despite the failure to comply with the Uniform Fire Code. E. The City is willing to allow far such Project work on a temporary basis, but expressly does not approve such work as an alternate method of construction. NOW, THEREFORE, in consideration of the promises expressed herein, the parties agree as follows: 1. The City permits work to proceed on the Project, based on the approved plans, notwithstanding that the access road and water supply to the Locker Room building and Admissions Office/Food Court building ("Buildings") do not comply with Uniform Fire Code, Article 9, section 902, "Fire Department Access," Article 9, section 903, "Water Supplies and Fire Hydrants," and Article 7, section 8704, "Fire Safety During Construction," which require access roadways and water supplies to be installed and operational during construction. The Buildings shall not be occupied, nor shall the City approve any new occupancies related to the Project, until the Buildings have an operational fire protection system and a compliant access road is available. At any time, the City reserves the right, in its sole discretion, to issue a Stop Work Notice prohibiting the continuation of the Project under these conditions or the right to impose additional conditions on work proceeding. The City reserves the right to terminate this Agreement. The provisions of this Agreement, including waiver and indemnification in sections 2 and 3 survive such termination. Page 1 of 2