2022/06/23 Ares Industrial Management Release, Hold Harmless, and Indemnify Menifee Police Department Use1
RELEASE, HOLD HARMLESS AND INDEMNITY AGREEMENT
(Menifee Police Department Use)
THIS RELEASE AND INDEMNITY AGREEMENT ("Agreement"), made and
entered this _________day of _____________, 2022__, by and between ARES INDUSTRIAL
MANAGEMENT, a Delaware limited liability company ("Owner"), and the City of Menifee Police
Department ("Police Department'') (together, the Parties") is made with respect to the Recitals set forth
below.
RECITALS
A. Owner is the owner of certain real property located at See Attached Addendum,
consisting of approximately four (4) properties, together with all rights, privileges, easements, and
appurtenances thereto (the "Property").
B. Police Department is a law enforcement organization providing Police protection and
rescue services to the residents of Menifee, CA and surrounding communities.
C. Police Department seeks to conduct a training exercise on the Property on the
following dates: June 7, 2022, through July 29, 2022. Police Department's training exercise includes
potentially dangerous and life-threatening activities associated with training to help protect the
public.
D. As a gesture of community support and without compensation, Owner is willing to
donate and volunteer access to its Property in order to allow Police Department to conduct the
training exercise, provided that Owner shall not be subject to any liability whatsoever for this
donation and voluntary act of cooperation in allowing Police Department to use the Property.
E. It is the Parties' express purpose to memorialize in this Agreement that Police
Department shall release, hold harmless and indemnify Owner from and against any and all claims
of any type or nature arising out of or relating to Owner's allowance of Police Department to use its
Property.
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and the
conditions herein contained, IT IS AGREED as follows:
1. Entry onto the Property Authorized. Owner authorizes the Police Department to
enter onto the Property one or more times on the dates of June 7, 2022, through July 29, 2022, for
the purpose of conducting training exercises (the "Training Exercises") on the Property. The Police
Department shall enter the property solely for the purpose of conducting Training Exercises and for
related activities such as preliminary and follow up inspections.
2. Donation; No Compensation. Owner is donating and volunteering the use of its
property as a community service. Owner shall receive no compensation under this Agreement or
any other thing of value in lieu of compensation.
3. Intent For Immunity. Owner is acting as a community volunteer in donating access to
its Property and it is the goal and intent of the Parties that the Owner’s voluntary action of contributing
access to its Property shall be entitled to related immunities and protections.
DocuSign Envelope ID: 08D320CC-FB90-426B-8211-CDA65D23C737
23 June
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4. Police Department: Control and Lawful Activities. The Police Department shall
retain the sole right to control and manage the Property and the Training Exercises and facilities and
may enforce all reasonable rules for its management as determined by the Police Department in its
sole discretion. The Police Department agrees to forbid the use of the Property in any manner, or for
any conduct, which violates any governmental rule/law.
5. As Is – Where Is. The Police Department has inspected the Property and has solely and
independently determined that the Property is acceptable for its intended uses. Owner has made no
representation as to the fitness or safety of the Property and the Police Department has not relied upon
any representation or statement from the Owner as to the fitness or safety of the Property for any use.
The Police Department assumes all risks and agrees to enter the Property at its sole risk and accepts
the condition of the Property "as is" and "where is."
6. Prohibition on Hazardous Materials. Without the express prior written consent of
Owner (which consent may be withheld in Owner's sole and absolute discretion), Police Department
and its agents, employees, contractors, and invitees ("Licensee's Parties") shall not cause or permit
any Hazardous Material to be generated, brought onto, used, stored, created, treated, transported,
released or disposed of in or about the Property. The term "Hazardous Materials" shall mean and
include (a) any hazardous or toxic wastes, materials or substances, and other pollutants or
contaminants, which are or become regulated by any environmental laws; (b) petroleum, petroleum
by-prodL1cts, gasoline, diesel fuel, crude oil or any fraction thereof; (c) asbestos and asbestos-
containing material, in any form, whether friable or non-friable; (d) polychlorinated biphenyls; (e)
radioactive materials; (f) lead and lead-containing materials; (g) pesticides; (h) any other material,
waste or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terms
are used in their broadest sense, and are defined or become defined by any environmental law; or (i)
any materials which cause or threaten to cause a nuisance upon or waste to any portion of the Property
or any surrounding property; or pose or threaten to pose a hazard to the health and safety of persons
or of natural resources.
7. Release and Waiver of Damages. The Police Department expressly releases and
waives any and all claims, suits and causes of action claims against Owner, its members, managers,
affiliates, employees, officers and agents arising out of or relating in any way to the Police
Department's and Licensee's Parties' use of the Property and/or the Training Exercises. This release
and waiver includes any and all claims for personal injury, death, property damage, and/or other types
of harm or injury.
8. Liability. The Police Department shall be solely liable for any and all injury to any all
property and to any and all personal injuries to the Police Department's personnel, agents, guests, invitees
and any and all other persons and Licensee's Parties present at the Property during the Police Department's
use of the Property and/or the Training Exercises, It shall be the Police Department's responsibility to
provide its own protection against casualty losses of whatsoever kind or nature.
9. Hold Harmless and Indemnification. The Police Department agrees that it will protect,
save, defend, hold harmless and indemnify Owner, its members, managers, affiliates, employees,
officers, and agents from and against any and all claims, demands, judgments, damages, causes of
action, liabilities and costs, including attorneys' fees, arising out of or relating in any way to the Police
Department's and Licensee's Parties' use of the Property and/or the Training Exercises and/or
related use of any facility or vehicle -- this includes any and all personal injuries, deaths, property
damages, and/or other types of harm or injury. In claims against any person or entity indemnified
DocuSign Envelope ID: 08D320CC-FB90-426B-8211-CDA65D23C737
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under this Section 9 brought or asserted by an employee of the Police Department, a
subcontractor, or anyone directly or indirectly employed by them or anyone for whose acts they
may be liable, the indemnification obligation under this Section 9 shall not be limited by a limitation
on amount or type of damages, compensation or benefits payable by or for the Police Department
or a subcontractor or sub-subcontractor under workers' compensation acts, disability benefit acts
or other employee benefit acts. The indemnity provisions set forth in this Section 9 shall survive the
expiration or earlier termination of this Agreement.
10. Insurance. The Police Department shall provide a certificate of insurance to Owner
prior to utilizing the Property and obtain a rider to its insurance policy naming Owner as an "also
insured" for claims arising as a result of this Agreement. Such certificate shall provide that the rider
may not be cancelled without thirty (30) days' written notice to Owner.
11. Assignment or Subletting. The Police Department is prohibited from assigning this
Agreement and may not assign its right to use or sublet all or any portion of the Property at any
time.
12. Amendment. No modification, termination or amendment of this Agreement may
be made except by written agreement signed by both Parties hereto.
13. Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
14. Counterparts. This Agreement may be executed in any number of counterparts, and
each counterpart hereof shall be deemed to be an original instrument, but all such counterparts together
shall constitute but one agreement.
15. Additional Acts. Except as otherwise provided herein, in addition to the acts and
deeds recited herein and contemplated to be performed, executed and/or delivered by any party
hereto, the parties hereto agree to perform, execute and/or deliver, or cause to be performed,
executed and/or delivered, any and all such further acts, deeds and assurances, which may
reasonably be required to effect the purposes of this Agreement.
16. Neutral Authorship. Each of the provisions of this Agreement has been reviewed
and negotiated, and represents the combined work product of all parties hereto, No presumption or
other rules of construction which would interpret the provisions of this Agreement in favor of or
against the party preparing the same shall be applicable in connection with the construction or
interpretation of the provisions of this Agreement.
17. Governing Law. This Agreement and the rights of the parties hereto shall be
governed by and construed in accordance with the laws of the State of California.
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18. Entire Agreement. The entire agreement between the Parties hereto is contained in
this Agreement and the exhibits hereto, and this Agreement supersedes all their previous
understandings and agreements, written and oral, with respect to this transaction.
[SIGNATURES ON FOLLOWING PAGE]
DocuSign Envelope ID: 08D320CC-FB90-426B-8211-CDA65D23C737
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.
OWNER:
By:
Name:
Title:
POLICE DEPARTMENT APPLICANT SIGNATURE:
This RELEASE, HOLD HARMLESS AND INDEMNITY AGREEMENT, together with all the
conditions thereof, is hereby accepted this
______ day of ______ 2022.
By:
Name: Armando G. Villa
Title: City Manager
Attest:
Stephanie Roseen, Acting City Clerk
Approved as to Form:
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: 08D320CC-FB90-426B-8211-CDA65D23C737
23rd June
RELEASE, HOLD HARMLESS AND INDEMNITY
AGREEMENT
(Menifee Police Department Use)
Addendum
The Owner is the owner of certain real property located at the following locations addresses:
• 26399 Murrieta Road – Menifee, CA 92585
• 26429 Murrieta Road – Menifee, CA 92585
• 25931 Elm Street – Sun City (Menifee), CA 92585
• 25981 Elm Street – Sun City (Menifee), CA 92585
DocuSign Envelope ID: 08D320CC-FB90-426B-8211-CDA65D23C737