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2020/10/09 New Cingular Wireless PCS, LLC Conditional use permit no 2018-078 DocuSign Envelope ID:AC608F9A-8352-4FC5-9652-644017CO2654 AGREEMENT TO INDEMNIFY AND HOLD HARMLESS This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective as of 0f ( 61 , , 2020, by and between the CITY OF MENIFEE, a municipal corporation, on the one hand,("City") and NEW CINGULAR WIRELESS PCS, LLC, a Delaware limited liability company ("New Cingular") and VALLEY-WIDE RECREATION AND PARK DISTRICT, a governmental agency ("District") with New Cingular, collectively, "Indemnitors") on the other. The City, New Cingular, and District are herein referred to collectively as the "Parties" and individually as a "Party." RECITALS Whereas, New Cingular seeks a Conditional Use Permit, No. 2018-078, which proposes a new wireless communication facility that will be concealed ("stealth") as a 70-foot clock tower. Such facility will include 12 eight-foot (8') tall panel antennas (three (3) panels per sector), 48 LTE RRUs at antenna level (12 per sector), a single (1) two-foot, (2')tall microwave antenna, eight (8) DC-6 surge suppressors (two (2) per sector),one (1) DC Power Plant, one (1) GPS antenna, one (1) 30KW generator, and utility cabinets, (the "Project"), located within a 715 square foot lease area enclosed within the six-foot perimeter wall of the District wireless facility located at 30627 Menifee Road in the City of Menifee (APN: 364-070-026-0) (the "Property"); and Whereas, in connection with the consideration of the above-mentioned discretionary approvals, Indemnitors have offered to, and hereby agree that they will, indemnify and hold the City harmless from any challenges arising from or related to the discretionary approvals for the Project, and any of the Indemnitors' action on the Property as more fully set forth in this Agreement. AGREEMENT NOW, THEREFORE, for full and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and based upon the foregoing recitals, and the terms, conditions, covenants, and agreements contained herein, the Parties hereto agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are an integral part of this Agreement, and are fully incorporated herein. 2. Indemnitors' Indemnification Obligations. Indemnitors shall indemnify, defend, and hold harmless the City of Menifee and its elected city council, appointed boards, commissions, committees, officials, employees, volunteers, contractors, consultants (which may include the County of Riverside and its employees, officers, officials, and agents), and agents (herein, collectively, the "Indemnitees") from and against any and all claims, liabilities, losses, fines, penalties, and expenses, including without limitation litigation expenses and attorney's fees, arising out of: (i)the City's approval of the Project, including, without limitation, any judicial or administrative proceeding initiated or maintained by any person or entity challenging the validity or enforceability of any City permit or approval relating to the Project, any condition of approval imposed by the City on such permit or approval, and any finding or determination made and any other administrative action taken by any of the Indemnitees in conjunction with such permit or approval, including, without limitation, any action taken pursuant to the California Environmental Quality Act ("CEQA"); and/or (ii) the acts, omissions, or operations of the Indemnitors and the directors, officers, members, partners, employees, agents, DocuSign Envelope ID:AC608F9A-8352-4FC5-9652-644017CO2654 contractors, and subcontractors of each person or entity comprising the Indemnitors with respect to the ownership, planning, design, construction, operation and maintenance of the Project and its location on the Property;. The City shall notify the Indemnitors of any claim, lawsuit, or other judicial or administrative proceeding (herein, an"Action")within the scope of this indemnity obligation and request that the Indemnitors defend such Action with legal counsel reasonably satisfactory to the City. The City's consent to any legal counsel chosen by the Indemnitors hereunder shall not be unreasonably withheld. If the Indemnitors fail to so defend the Action,the City shall have the right, but not the obligation, to do so with counsel of their own choosing, with no right of approval by Indemnitors and, if they do, the Indemnitors shall promptly pay the City's full cost thereof, with payments made at least on a monthly basis. Notwithstanding the foregoing, the indemnity obligations described herein shall not apply in regard to any claimthat may arise out of the willful misconduct or the sole active negligence of the City, its employees, agents, licensees, lessees, contractors, and/or subcontractors. This Agreement shall survive any final action on the Project, and shall survive and be independent of any Project approvals, even if such Project approvals are invalidated in whole or part. 3. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the City and Indemnitors with respect to the subject matter set forth herein and supersedes any prior discussions, negotiations, and agreements with respect thereto. This Agreement may be amended or modified only by a written agreement executed by both Parties. No waiver of any of the terms of this Agreement shall be effective or binding unless in writing and executed by an authorized representative of the Party waiving its rights hereunder. 4. Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, successors, transferees, and assigns of the Parties. IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement to be effective as of the date first written above. °CITY" Dated: ° _ 2020 CITY OF MENIFEE, a California Municipal Corporation By: 4-- Its: APMANDO G. VILLA CITY OF MENIFEE DocuSign Envelope ID:AC608F9A-8352-4FC5-9652-644017CO2654 APPROVED AS TO FORM 'tx_ &,TUCKER, LLP �b 11 "") Gfy afta" Attorneys for the City of Menifee "INDEMNITOR" Valley-Wide Recreation and Park District, a governmental agency Dated: � 2��, 2020 By. Print Name: IJ yl/ � It is Property Owner "INDEMNITOR" New Cingular Wireless PCS, LLC Dated: 6 2020 By: AT&T Mobility Corporation Its: Manager By: Print Name: 15 mow Ph It is the Applicant DocuSign Envelope ID:AC608F9A-8352-4FC5-9652-644017CO2654 ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Orange On JFPr6-Af,6Ek /S a0010 before me, Cecilia Sifuentes - Notary Public (insert name and title of the officer) personally appeared �0( E who proved to me on the basis of satisfactory idence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing pal`agraph is true and correct. WITNESS my hand and official seal. CECILIASIFUENTES Notary Public•California Orange County Commission N 2330934 ' "� My Comm.Expires Jul 25,2024 Signature ��� (Seal)