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2022/12/21 CRV Recycling Solutions Minor Conditional use Permit No. PLN22-0184, Minor Plot Plan No. PLN22-0186AGREEMENT TO INDE,MNI FY AND HOLD HARMLESS This Agreement to Indemnify and Hold Ilarmless ("Agreement") is entered into, effective as ol DElElqbgLZI ,2022,by andbetween the Cll'Y OF MENIFEE, a municipal corporation, on the one hand, ("City"), and CRV Recycling Solutions a Califomia ("lndemnitor" or "lndemnitors"), on the other. The City and Indemnitor( collectively as the "Parties" and individually as a "Party." RECITALS s) are herein referred to Whereas CRV Recycling Solutions has applied to the City for various discretionary approvals including Minor Conditional use Permit No. PLN22-0184, Minor Plot Plan No. PLN22-0186 proposes the installation of a small beverage container recycling lacility at the Stater Bros shopping center at 25904 Newport Road. The facility proposes two (8'x22') square foot portable metai containers that will be used to collect the recycled beverage containers in a 144 square foot structure including a cashier kiosk which will be operated by one attendant daily from 8:00am to 5:00pm and include three parking stalls including one accessible space. (The "Project") is located at 25904 Newport Road, Menifee, in the County of Riverside, CA. (APN: 339-200-082). (the "Property"): and Whereas. in connection with the consideration of the above-mentioned discretionary approvals, Indemnitor(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 lully set forth in this Agreement. AGREEMENT NOW, THEREFORE, lor full and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. and based upon the loregoing recitals, and the terms, conditions, covenants, and agreements contained herein, the Parties hereto agree as follows: l. Incorporation of Recitals. The Recitals set Forth above are an integral part of this Agreement, and are lully incorporated herein. 2. Indemnitors' Indemnification Obligations. lndemnitor(s) 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 Iitigation expenses and attomey's fees, arising out of either (i) the City's approval ol 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 ofapproval 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 Iimitation any action taken pursuant to the Califomia Environmental Quality Act ("CEQA'), or (ii) the acts, omissions, or operations 246v031858,0001 E013430 2 al2t2li22 of the lndemnitor(s) and the directors, officers, members, partners' employees, agents, contractors, and subcontractors ofeach person or entity comprising the Indemnitor(s) with respect to the ownership, ptanning, design, construction, and maintenance ol the Project and the Property for which the Project is being approved. The City shall notily the Indemnito(i) 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(s) defend such Action with legal counsel reasonably satisfactory to the City. If the Indemnitor(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 Indemnitor(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 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 nlgligence ofthe 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. Entire Agreementl Amendments and Waivers. This Agreement contains the entire agreement between the City and Indemnitor(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 Pany waiving its rights hereunder. 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. Dated: t- 24 .2023 *CITY'' CITY OF MENIFEE, a Califomia Municipal Corporation By Its:ARMAND oG_v[ta CITY MANAGER CITYOF MENIFEE J 4 22il6Y03 I E5 E-000 I 4073430 2 ^12121122 APPROVED AS TO FORM RUT TUC , LLP ornevs for the C fee o*"a, l? /?l )i)1 [cRV cling Solutionsl By -4'-, t A rl4 tlPr ftr,turiPrint Name: Its Manager/Managing Member .'INDEMNITOR" INAMEI Dated: _,2022 2465/03 t858-0001 8017130 2 ^12/02122 -J- "INDEMNIl'OR"