2022/09/21 Dish Wireless, LLC Cell towerAGREEMENT TO INDEMNIFY AND HO HARMLESS
to lndemnify and Hold Harmless ("Agreement") is entered into,This Agre
effective as of Q 2L ,2022,by and beMeen the CITY OF MENIFEE, a municipal:17
corporation, on itrE onftrina, ("City"), and Dish Wireless, LLC, a California limited liability
company, and Crown Castle (Tower Owner & Aftomey-in-Fact) "lndemnitors", on the
other. The City and lndemnito(s) are herein referred to collectively as the "Parties" and
individually as a "Party."
RECITALS
Whereas, Dish Wireless, LLC seeks a Minor Plot Plan No. PLN21-0353, requests to
collocate onto an existing 93 -foot-tall monopole located at 2520'1 Trumble Road on the
western boundary of the property. The tower has existing wireless equipment located at
the top of the monopole. Dish Wireless proposes to collocate their wireless equipment at
a height of 78 feet onto the monopole. The Pro.iect proposes the following tower and
ground scope of work:
Tower Scope of Work:o lnstall (3) JMA wireless proposed panel antennas (1 per secto0o lnstall (3) commscope proposed antenna T-arm mounts. lnstall proposed jumpers. lnstall (6) proposed RRUs (2 per sector). lnstall (1) proposed over voltage protection device (OVP). lnstall (1) proposed hybrid cable
Ground Scope of Wo*:. lnstall (1) proposed concrete pad with footers. lnstall (1) proposed cable tray. lnstall (l) proposed cabineto lnstall (1) proposed equipment cabinet. lnstall (1) proposed power conduit. lnstall (1) proposed telco conduit. lnstall (1) proposed telco-fiber box. lnstall (1) proposed GPS unit. lnstall (1) proposed safety switch. lnstall (1) ProPosed fiber NIDo lnstall (1) proposed meter socket
(the "Project") is located al 25201 Trumble Road, in the City of Menifee, County of
Riverside, State of California (APN: 329-020-029). (the "Property'); and
Whereas, in conneclion with the consideration of the above-mentioned
discretionary approvals, lndemnitor(s) has offered to, and hereby agrees that. it will,
indemnify anO frotO 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.
2465/rit t 8581)001
t07IJ0 2 108 2:',2,1
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. lncorporation of Recitals. The Recitals set forth above are an integral part of
this Agreement and are fully incorporated herein.
2. Indemnitors' lndemnification Obligations. lndemnitors 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 attorney'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 person 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 conjunction with such permit or approval,
including, without limitation, any action taken pursuanl to the California
Environmental Quality Act ("CEaA"); and/or (ii) the acts, omissions or operations
of the lndemnitors and the directors, officers, members, partners, employees,
agents, contractors, and subcontractors of each person or entity comprising the
lndemnitors with respect to the ownership, planning, design, construction,
operation, and maintenance of the Project and its location on the Property;. The
City shall notify the lndemnitors of any claim, lawsuit, or other judicial or
administrative proceeding (herein, an "Action") within the scope of this indemnity
obligation and request that the lndemnitors defend such Actlon with legal counsel
reasonably satisfactory to the City. The City's consent to any legal counsel chosen
by the lndemnitors hereunder shall not be unreasonably withheld. lf the
lndemnitors fail 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
lndemnitors and, if they do, the lndemnitors shall promptly pay the City's full cost
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 claim that may arise out of the willful mlsconduct 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 Proiect
approvals are invalidated in whole or part.
2s07l.ll(,I J08'21 l:
3. Entire Agreement; Amendments and Waivers. Thls Agreement contains the
entire agreement between the City and lndemnitor(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, adminislrators, successors, lransferees, and assigns of the Parties.
lN WITNESS WHEREOF, the parties hereto have entered into this Agreement to
be effective as of the date first written above.
"CITY"
Dated:
APPROVED AS TO FORM
RUTAN & TU , LLP
orneys for the City
Dated:,2022
CITY OF MENIFEE, a California Municipal
Corporatiop
By:
"INDEMNITOR"
[Dish Wireless, LLC]
nlb
By:
Print
Name:
-3-
Menife
2465 0llri5h-1lr)r)l
IioTlni( I rorj ll :l
Its Manager/Managing Member
2022
ARMANDO G. VILLAIts: crty tvtnruncpB
CITYOF MENIFEE
Dated: Sept.6 ,2022
"INDEMNITOR"
[Crown Castle (Tower Owner & Attorney-
in-Factl
Koa- y{"noaon
241,51).tlN5x-01)lll
8071.110I r0* 12 ::4