2023/02/02 Ishary CorpAGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective
as of February 2, 2023, by and between the CITY OF MENIFEE, a municipal corporation, on the
one hand, ("City"), and Ishary Corp, ("Indemnitor"), on the other. The City and Indemnitor are
herein referred to collectively as the "Parties" and individually as a "Party."
RECITALS
Whereas, Ishary Corp has applied to the City for various discretionary approvals including
PLN22-0295 MCUP, which proposes to establish a Kumon Learning Center in an existing 1,547
sq. ft. suite within an established commercial center (the "Project") located at 27301 Newport
Road Suite 220. (APN: 360-860-062) (the "Property"); and
Whereas, in connection with the consideration of the above -mentioned discretionary
approvals, Indemnitor 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 herein.
2. Indemnitors' Indemnification Obligations. Indemnitor 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 "Indemnitees") 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 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 action taken by any of the Indemnitees in conjunction
with such permit or approval, including without limitation any action taken pursuant to the
California Environmental Quality Act ("CEQA" ), or (ii) the acts, omissions, or operations of
the Indemnitor and the directors, officers, members, partners, employees, agents,
contractors, and subcontractors of each person or entity comprising the Indemnitor 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
Indemnitor of any claim, lawsuit, or other judicial or administrative proceeding (herein, an
"Action") within the scope of this indemnity obligation and request that the Indemnitor
defend such Action with legal counsel reasonably satisfactory to the City. If the Indemnitor
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 Indemnitor and, if they do,
the Indemnitor shall promptly pay the City's full cost thereof, with payments made at least
on a monthly basis. Notwithstanding the foregoing, the 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 Indemnitor 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,
administrators, successors, transferees, and assigns of the Parties.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be
effective as of the date first written above.
"CITY"
Dated: February 2, 2023 CITY OF MENIFEE;17
ia Municipal
Corpora ' n
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By:
Its:City Manager
APPROVED AS TO FORM
RU TUCKER, LLP
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Attorneys for the City 6�enifee
"INDEMNITOR"
Ishary Corp_
Dated: February 2, 2023 By:
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Nam • r v
Its Property Owner