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2016/12/20 Los Angeles SMSA, LP Indemnification agreement APN: 339-072-013 Faith Luthern Church AGREEMENT TO INDEMNIFY AND HOLD HARMLESS This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective as ofD2t fi%W a, 2016, by and between the CITY OF MENIFEE, a municipal corporation, on the one hand,("City"),and LOS ANGELES SMSA LIMITED PARTNERSHIP,DBA VERIZON WIRELESS,a California limited partnership, ("Indemnitor"or"Indemnitors"), on the other. City and Indemnitor(s)are herein referred to collectively as the "Parties"and individually as a"Party." RECITALS Whereas, Indemnitor applied to City for various discretionary approvals including Conditional Use Permit No. 2015-019,which proposes the construction and operation of a 50'-tall unmanned stealth cell tower with two equipment cabinets and stand-by generator within the 453.33' square foot(22'-8"wide x 20' x 50' tall) tower (the "Project") located immediately east of the church sanctuary building (Faith Lutheran Church) located at 28200 Portsmouth Drive in the City of Menifee,County of Riverside,State of California(APN 339-072-013)(the"Property"); and Whereas, in connection with the consideration of the above-mentioned discretionary approvals, Indemnitor(s) has offered to, and hereby agrees that it will, indemnify and hold City harmless from any challenges arising from or related to the discretionary approvals, the Property or the Project 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. Indemnitor(s)' Indemnification Obligations. Indemnitor(s) shall indemnify, defend (with counsel selected by City), and hold harmless City 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, damages, costs and expenses, including without limitation litigation expenses and attorneys' fees, arising out of either (i) City's approval of the Project or actions related to the Property, 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 City on such permit or approval, and any finding or determination made and any other 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"),or(ii)the acts,omissions, or operations of Indemnitor(s) and the directors, officers, members, partners, employees, 2671/031858-0001 8461715.2 a05/21/15 agents, contractors, and subcontractors of each person or entity comprising Indemnitor(s) with respect to the ownership, planning, design, construction, and maintenance of the Project and the Property for which the Project is being approved. City shall notify 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 Indemnitor(s) defend such Action with legal counsel selected by City. If Indemnitor(s) fails to so defend the Action, 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 City does so defend the Action, Indemnitor(s) shall promptly pay City's full cost and expense thereof, with payments made at least on a monthly basis. Notwithstanding the foregoing,the indemnity obligation under clause (ii) 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 City. 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 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. [SIGNATURES ON FOLLOWING PAGE] 2671/031858-0001 8461715.2 a05/21/15 -2- r IN WITNESS WHEREOF,the Parties hereto have entered into this Agreement to be effective as of the date first written above. "CITY" Dated: 1ktrAbV , 2016 CITY OF MENIFEE, California Municipal Corporation By: ,t, Its: of fVeit• APPROVED AS TO FORM RUTA�N� &�T—UCKER,LLP Attorneys for the City of Menifee "INDEMNITOR" LOS ANGELES SMSA LIMITED PARTNERSHIP, DB/A VERIZON Dated:aCe1nb9,' , 2016 WIRELESS BY AIRTOUCH CELLULAR INC., ITS eGENERAL P By: Print Name:���E(j�Al LAM 8 Its: General Partner 2671/031858-0001 8461715.2 a05/21/15 -3-