2020/09/03 Kelco Properties, LLCAGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemn ify and Hold Harmless ("Agreement") is entered into , effective
as of _____ , 2020 , by and between the CITY OF MENIFEE , a municipal
corporation , on the one hand ,("City "), and Kelco Properties , LLC , a California limited
liability company , ("lndemn itor" or "lndemnitors "), on the other . The City and
l ndemn itor(s) are herein referred to collectively as the "Parties " and individually as a
"Party ."
RECITALS
Whereas , Applicant has applied to the City for various discretionary approvals
including a project for the development of a 268 ,824 sq . ft. retail commercial center
(including a 157,844 sq . ft . anchor building with gas station), an 85 ,282 sq . ft ., 5-story
hotel, and a two-phase 304-unit senior assisted living , independent living and memory
care facility on 54.01 acres (the "Project") located on the northwest corner of Scott Road
and Haun Road in the City of Menifee , County of Riverside , Californ ia (APNs : 360-380-
002 , -007 , -009 , and -010) (the "Property "); and
Whereas, in connection with the consideration of the above -mentioned
discretionary approvals , l ndemnitor(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
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 he rein .
2. lndemnitors' Indemnification Obligations. lndemnitor(s) shall indemnify ,
defend , and hold harmless the City of Menifee and its elected city council ,
appointed boards , commissions , committees , offic ials , 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
attorney 's fees , arising out of either (i) the City 's approval of the Project or
actions related to the Property , including without limitation any judicial or
administrative proceeding init iated or maintained by any person or entity
challenging the val idity or enforceability of any City pe rmit or approval relating to
the Project , any condition of approval imposed by the City on such perm it or
approval , and any finding or determination made and any other action taken by
any of the lndemnitees in conjunction with such permit or approval , including
without lim itation any action taken pursuant to the California Environmental
Quality Act ("CEQA "), or (ii) the acts , om issions , or operations of the
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3Sept.
lndemnitor(s) and the directors , officers , members, partners , employees , agents ,
contractors , and subcontractors of each person or entity comprising the
lndemnitor(s) with respect to the ownership , planning , design , construction , and
maintenance of the Project and the Property for which the Project is being
approved . The City shall notify the lndemnitor(s) of any claim , lawsuit, or other
judicial or administrative proceeding (herein , an "Action ") within the scope of this
indemn ity obligation and request that the lndemnitor(s) defend such Action with
legal counsel reasonably satisfactory to the City . If the lndemnitor(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 lndemnitor(s) and , if
they do , the lndemnitor(s) shall promptly pay the City's full cost thereof, with
payments made at least on a monthly basis. Notwithstanding the fo regoing , t he
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 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 lndemnitor(s) with respect to the subject
matter set forth here in 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
hereunde r.
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 he reto have entered into this Agreement to
be effective as of the date first written above .
Dated : _____ , 2020
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
Attorneys for the City of Menifee
"CITY"
CITY OF MENIFEE , a California
Mun icipal Corporation
By : ------------
Its : ------------
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City Manager
9/3/2020
Dated : ~. 2020
"INDEMNITOR"
Kelco Pro
Print Name:
Title : _________ _
Its Manager/Managing Member
Dated: ~. 2020 Kelco Pro rlr.~
By :~
Print Name: \:\ ~ \ ~ \~ \~q l i'-~
Title : _________ _
Its Manager/Managing Member
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