2018/09/06 PRP Menifee, LLC Fire High LineINDEMNIFICATION & HOLD HARMLESS AGREEMENT
THIS AGREEMENT ("Agreement") is made and effective 30th day of August,
201 8. by and between PRP MENIFEE. LLC ("lndemnifier"), the City of Menifee ("City")
and the Riverside County Fire Department ("Fire Department"). The Indemnifier, the City,
and the Fire Department are sometimes individually referred to as "Party" and collectively
ref'ened to as "Parties."
WHEREAS, Indemnifier is in the process of construction of a Smart and Final
business at 29791 Haun Road, City olMenifee, Riverside County, Califomia ("Premises");
WHEREAS. Indemnifier has yet to obtain final approval of its permanent fire
system from Eastern Municipal Water District ("EMWD")l and
WHEREAS, Indemnifier desires to install a temporary Fire High Line for a short
period of time while its final plans are being reviewed by EMWD; and
WHEREAS, the City and the Fire Department are willing to allow Indemnifier to
install a temporary F'ire High Line so long as the Indemnifler agrces to indemnify and hold
the City and the Fire Department harmless from any liability that may result from the
installation and maintenance of the Fire IJigh Line.
NOW, THEREFORE. the parties agree as follows
l. Incorporation ofRecitals. The Recitals sel lbrth above are an inte gral part
of this Agreement, and are fully incorporated herein
)Indemnification and Hold Harmless lndemnilier shall indemnily.
defend, and hold harmless the City, the Fire Department and their elected and appointed
ol'ficials, officers, employees, agents, contractors, and consultants ("lndernnified Parties")
from and against any and all claims, actions, or suits for damages to persons or prope(y,
losses, costs, penalties, obligations. errors, or omissions that may be asserted or claimed by
any person, firm, or entity and any other liabilities whether actual or threatened ("Claims
and Liabilities") in connection with, or which may result, directly or indirectly, from the
installation of, maintenance of, or the failure to maintain the Fire High Line. Indemnifier
waives its rights to make any ofthe above claims against the lndemnitied Parties.
In addition, Indemnifier assumes any and all risks of injury, death, and property
damage incurred in canying out the installation and maintenance of the Fire High Line.
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RECITALS
AGREEMENT
In connection with Indemnifier's obligation to indemnify, defend, and hold the
Indemnifred Parties harmless, where applicable:
a. Indemnifier shall defend any action or actions filed in connection
with any ofsaid Claims or Liabilities and shall pay all costs and expenses, including
legal costs and attorneys' t-ees incurred in connection therewith;
b. Indemnifier shall promptly pay any judgment rendered against the
Indemnified Parties for any such Claims or Liabilities; and Indemnifier agrees to
save and to hold the Indemnified Parties harmless thereliom; and
c. In the event that Indemnified Parties are made a party to any actions
or proceeding filed or prosecuted against Indemnifier for damages or other claims,
Indemnifier agrees to pay to the Indemnified Parties any and all reasonable costs
and expenses incurred by Indemnified Parties in such action or proceeding,
including, but not limited to, legal costs and attomeys' fees.
3. Term. The term of this Agreement commences upon the approval of the
Fire High Line Plan and shall terminate after all equipment associated with such plan has
been removed from the Premises. [n no event shall the Fire High Line be installed for more
than 45 days, unless extended in writing by the Parties. During this time period the
lndemnifier shall work diligently to gain approval from EMWD and install a permanent
fire system. After expiration of the term, the City and/or Fire Department shall have the
discretion to remove or shut ofl the Fire High Line il Indemnitier fails to do so.
Indemnifier's Indemnification and Hold Harmless obligation in Section 2 of this
Agreement shall survive beyond the installatior/removal olthe Fire High Line.
5. Severabilitv. In the event that any provision of this Agreement shall be
held to be invalid, the same shall not affect, in any respect whatsoever, the validity of the
remainder of this Agreement.
6. Choice of Larv and Venue. This A greement shall be govemed and
construed in accordance with the laws of the State of Califomia. Any legal action arising
in any way in connection with this Agreement shall be filed in the County of Riverside,
Califomia.
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4. Securitv. Indemniiler shall provide security in a lorm and amounl
acceptable to the City for installation and removal ofthe Fire High Line concurrent with
approval of the Fire High Line Plan.
7. Entire Agreement: Amendments and Waivers. This Agreement contains
the entire agreement between City, the Fire Department. and Indemnifier with respect to
the Fire High Line 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 all Parties. No waiver ofany ofthe terms ofthis Agreement shall be effective
or binding unless in writing and executed by an authorized representative of the Party
waiving its rights hereunder.
8. Attorneys' Fees. In the event of any dispute between the parties hereto
arising out of the terms ol this Agreement, the prevailing party in such dispute shall be
entitled to recover from the other all costs and expenses, including reasonable attorneys'
lees and court costs incurred by the prevailing party in any such dispute (whether or not
such dispute is prosecuted to a final judgment or other final determination), together with
all costs of enforcement and/or collection of any judgment; provided, however, that the
attorneys'fees awarded pursuant lo this Section shall not exceed the hourly rate paid by
City for legal services multiplied by the reasonable number ofhours spent by the prevailing
party in the conduct ofthe litigation. The court may set such iees in the same action or in
a separate action brought for that purpose.
9. Successors. This Agreement shall be binding upon the heirs, executors,
administrators, successors, transferees. and assigns of the parties. Indemnifier may not
assign this Agreement without the express written consent of the City and the Fire
Department.
10. Execution of Contract. The persons executing this Agreement on behalf
ofeach ofthe parties hereto represent and warrant that (i) such party is duly organized and
existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of
said party, (iii) by so execuling this Agreement, such party is tbrmally bound to the
provisions of this Agreement. and (iv) that entering into this Agreement does not violate
any provision ofany other Agreement to which said party is bound.
ISTGNATTJRES OF FOLLOWTNG PAGEI
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date frrst set lbrth above.
..CITY"
[)ated t/t/tt , 2018
APPROVED AS TO
RUTAN & TUCKER, LLP
FORM
Attorneys lbr the City of Menifee
I)ated ?/o /,s , 2018
CITY OF MENIFEE, a California
Municipal Corporation
By:
.'FIRE DEPARl'MENT"
RIVERSIDE COUNTY FIRE
DEPARTMENT, a Calitbrnia Municipal
Corporation
By
Its:
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