2016/05/05 S Corp Indemnification agreement- Zeiders Rd AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective as of
-5—1 6 , 2016, by and between the CITY OF MENIFEE, a municipal corporation, on the one hand
the "City"), (4 ;L ev' [Applicant], a California 5 "
( and �U S v� �� , ( Indemnitor or
"Indemnitors"), on the other. The dity and Indemnitor(s) are herein referred to collectively as the
"Parties" and individually as a"Party." -rh,ee s o e EI e c ir i c
RECITALS S C o rp
Whereas,.V5f► a.l e e/ [Applicant] has applied to the City for a Land Use and Business
Registration pursuant to Chapter 9.5 o the Menifee Municipal Code (the "Registration") for the property
r O located at 3 3 ZC-jff) R 0
r [location of property] (the "Property"); and
m eA'r fee -1 Z 5i g y
Whereas, in connection with the consideration of the above-mentioned approval, Indemnitor(s)
has offered to, and hereby agrees that it will, indemnify and hold the City harmless from any challenges
arising from or related to the Land Use and Business Registration, the Property, or the conduct of
activities pursuant thereto 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. Indemnitor(s) 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 "Indemnites") 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 either (i) the City's issuance of the Land Use and Business Registration or conduct
of activities related thereto, including without limitation any judicial or administrative proceeding
initiated or maintained by any person or entity challenging the validity or enforceability of the
Land Use and Business Registration or activities relating thereto, the activities of Indemnitees
pursuant to Chapter 9.54, any condition of approval imposed by the City on any related approval,
and any finding or determination made and any other action taken by any of the Indemnites in
conjunction with such approval, including without limitation any action taken pursuant to the
California Environmental. Quality Act ("CEQA"), or (ii) the acts, omissions, or operations of the
Indemnitor(s) and the directors, officers, members, partners, employees, agents, contractors, and
subcontractors of each person or entity comprising the Indemnitor(s) with respect to the
ownership, planning, design, construction, and maintenance of the Property for which the Land
Use and Business Registration is being issued. The City shall notify the Indemnitor(s) of any
claim, lawsuit, or other judicial or administrative proceeding (herein, an "Action") within the
scope of this indemnity obligation and request that the Indemnitor(s) defend such Action with
legal counsel reasonably satisfactory to the City. If the Indemnitor(s) fails 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 Indemnitor(s) and, if they do, the Indemnitor(s) shall
promptly pay the City's full cost thereof, with payments made at least on a monthly basis.
Notwithstanding the foregoing, the indemnity obligation under clause (i) of the first sentence of
this condition shall not apply to the extent the claim arises out of the willful misconduct or the sole
active negligence of the City. This Agreement shall survive any final action on the Land Use and
Business Registration, and shall survive and be independent of any related approvals, even if such
Land Use and Business Registration or related approvals are invalidated in whole or part.
3. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement
between the City and Indemnitor(s) 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: l� , 2016 CITY OF ME C li rnia Municipal
Corporatio /
By:
Its: Q
APPROVED AS TO FORM
RUTAN&TUCKER, LLP
Attorneys for the City of XYenifee
"INDEMNUOR"
Du5+� kf T mC e([NAME]
Dated:l`-k` C;;' 2016 By: lit/
r
Print Name:_U 5 1 1 y\
Its Manager/Managing Member r�S7 I eAl
(J
"INDEMNUOW'
D O5 1 ✓k cT Oot e AME]
Dated: S 2016 1- - tj 0
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