2020/09/03 New Cingular Wireless PCS, LLC (AT&T)AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to lndemnify and Hold Harmless ("Agreement") is entered into and effective
as of the last date set forth below, by and between the CITY OF MENIFEE, a municipal corporation
, (the "City') and NEW CINGULAR WRELESS PCS, LLC, a Delaware limited liability company
("AT&T'). The City and AT&T are herein referred to collectively as the "Parties,'and individually as a
"Party.'
RECITALS
Wtrereas, AT&T seeks a Conditional Use Permit, No. 2019-016, which proposes a new
wireless communication facility that will be concealed ('stealth') as a 70-foot tall faux water tank.
Such facility will include 12 eight-foot (8') tall panel antennas (four (4) panels per sector), 36 LTE
RRUs at antenna level (12 per sector), a single (1) two-foot, six-inch (2'6") tall microwave antenna,
six (6) DC-6 surge suppressors (two (2) per sector), two (2) DC-12 surge suppressors, one (1) GPS
antenna, one (1) 30KW generator, utility cabinets, and one (1) eight-foot by eight-foot walk-in cabinet
(the "Project"), located within a 1,816 square foot lease area enclosed within the eight-foot perimeter
wall of the EM\ /D Menifee wireless facility located at30245 Scott Road in the City of Menifee (APN:
472-010-010) (the'Property'); and
Whereas, in conneclion with the above Project, AT&T has offered to, and hereby agrees that
it will, indemnify and hold the City harmless from any challenges arising from or related to the
discretionary approvals for the Project, and any of AT&T's actions on the Property, as more fully set
forth in this Agreement.
AGREEMENT
NOW THEREFORE, for ful! and valuable consideration, the receipt and sufficiency of whic,h are
hereby acknowledged, and based upon the foregoing recitals, and the terms, conditions, covenants,
and agreements contained herein, the Parties hereby agree as follows:
1. lncorporation of Recitals. The Recitals set forth above are an integral part of this
Agreement, and are fully incorporated herein.
2. AT&T's lndemnification Obligations. AT&T 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 "lndemnitees") from and against any and all claims, liabilities, losses, fines, penalties, and
expenses, including without limitation litigation expenses and attomey'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 percon 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 lndemnitees in conjunc'tion with such
permit or approval, including, without limitation, any action taken pursuant to the Califomia
Environmental Quality Act ('CEQA'); and/or (ii) the acts, omissions, or operations of AT&T
and the directors, officers, members, partners, employees, agents, contractors, and
subcontractors of each person or entity comprising AT&T with respect to the ownership,
planning, design, construction, operation and maintenance of the Project and its location on
DocuSign Envelope ID: 0C5E5E84-F852-4F96-9FD6-D5DC4E1FE4F2
the Property. The City shall notify AT&T of any claim, lawsuit, or other judicial or
administrative proceeding (herein, an 'Action') within the scope of this indemnity obligation
and request that AT&T defend such Action with legal counsel reasonably satisfactory to the
City. The City's consent to any legal counsel chosen by AT&T hereunder shall not be
unreasonably withheld. lf AT&T fails to so defend the Aclion, the City shall have the right, but
not the obligation, to do so with counsel of its own choosing, with no right of approval by AT&T
and, if it does so, AT&T shall promptly pay the City's fullcost 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 AT&T 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. Successorc and Assigns. This Agreement shall be binding upon the heirs, executors,
administratorc, successors, transferees, and assigns of the Parties.
lN WITNESS \ /I{EREOF, the Parties hereto have entered into this Agreement to be
effective as of the date first written above.
Dated 2020
"CITY"
CITY OF MENIFEE, a California Municipal
Corporation
By:
Its:
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
Attorneys for the City of Menifee
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City Manager
9/3/2020
Dated:2020
-AT&T"
New Cingular Wreless PCS, LLC
By: AT&T Mobility Corporation
Its: Manager
By:
Print
z In-
DocuSign Envelope ID: 0C5E5E84-F852-4F96-9FD6-D5DC4E1FE4F2
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 \ \.lr:.crc-, .q--
On \....... *\ \ \.. \ s\o before me Joyce Story - Notary Public---_-F
personally appeared
l-(insert name and title of the officer)
\Nl=\* A*o.*\*A
who proved to me on the basis of \atisfaciory evidence 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 PENALry OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WTNESS my hand and official seal
A\ JoYcE sroRY6ffii '*'?,3::i;:iu""''
W*,,:ffi [il;l.i l:l'ji',,,,
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Signature (Seal)
)
DocuSign Envelope ID: 0C5E5E84-F852-4F96-9FD6-D5DC4E1FE4F2