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HomeMy WebLinkAboutContracts & Agreements_180-2024INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made as of October 1st, 2024 by REDLANDS COMMUNITY INVESTMENT CORPORATION, a California corporation ("Indemnitor") in favor of the CITY OF REDLANDS, a municipal corporation ("Indemnified Party"). RECITALS WHEREAS, Indemnitor is the former owner and operator of certain real properties in the City of Redlands, located at 204 E. Redlands Boulevard known as County Assessor's Parcel No. 0171-071-08-000 (the "E. Redlands Parcel") and 180 9th Street known as County Assessor's Parcel Nos. 0171-088-06-0000 and 0171-088-07-0000 (the "9" St. Property") (collectively, the "Property"), which Property was sold to Indemnified Party pursuant to a Purchase and Sale Agreement and Joint Escrow Instructions dated as of October 17, 2023 ("Purchase Agreement"). WHEREAS, prior to the Closing under the Purchase Agreement, Indemnitor was served and added as a defendant in the matter of James Rutherford v. Mr. Taco Una Mas LLC, et al. (San Bernadino County Superior Court Case No. CIV SB 2313356) filed pursuant to the Americans with Disabilities Act ("ADA Action"). The ADA Action was dismissed in March 2024. WHEREAS, in consideration for Indemnified Party's agreement to proceed to Closing under the Purchase Agreement, Indemnitor has agreed to indemnify, defend and hold Indemnified Party harmless from and against any and all loss, cost and expense arising from or relating to any failure to comply with the Americans with Disabilities Act or any other applicable law regarding accessibility on or about the Property during the period of Indemnitor's ownership on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Indemnitor hereby agrees as follows: 1. Indemnification. In addition to any other rights or remedies available to Indemnified Party, under the Purchase Agreement, or at law or in equity, Indemnitor agrees to pay, protect, defend, indemnify, hold and save harmless Indemnified Party from and against any and all liabilities, claims, obligations, losses, costs, charges, expenses, causes of action, suits, demands, judgments and damages of any kind or character whatsoever, including, but not limited to, actual attorneys' fees and costs (including appellate fees and costs) incurred or sustained by Indemnified Party, and actual attorneys' fees awarded against the Indemnified Party, directly or indirectly, by reason of, relating to, or arising under any of the above -listed matters, or in any other action at law or in equity under any theory of recovery under the Americans With Disabilities Act or any other applicable law regarding accessibility on or about the Property occurring during the period of Indemnitor's ownership of the Property. For the avoidance of doubt, it is the intent of the parties that all loss, cost, or expense relating to actual or alleged failure to comply with the Americans With Disabilities Act and other accessibility laws occurring on or before February 27, 2024 shall be borne by Indemnitor and Indemnitor shall be obligated to indemnify, defend, and hold Indemnified Party harmless from and against any such loss, cost or expense. 17942.00158\42321701.1 2. Effect of Purchase Agreement. This Agreement and the remedies afforded Indemnified Party hereunder, shall be in addition to any remedies Indemnified Party has under the Purchase Agreement, and shall survive recordation of the grant deed conveying the Property to Indemnified Party. 3. Governing This Agreement is governed by California law without regard to its choice of law rules. 4. Successors. This Agreement is binding upon and inures to the benefit of the successors and assigns of the Indemnitor and the Indemnified Parry. 5. Effective Date. This Agreement shall be effective as of the date of issuance of the grading permits for the Project. 6. Entire Agreement. This Agreement is the sole and complete statement of the obligations and rights of the parties as to all matters covered by this Agreement. 7. Amendments. Any modification of this Agreement will be effective only if it is in writing and signed by the party to be charged. By signature below, Indemnitor acknowledges and agrees to all terms referenced above. INDEMNITOR: INDEMNIFIED PARTY: REDLANDS COMMUNITY INVESTMENT CITY OF RE S, a municipal CORPORATION, a California corporation corporation By: <- Name: ance Lenhert Its: Vice President/CFO 17942.00158142321701.1 By: Nam . ddie Tej Its: Mayor ATTEST: 45A.0—� JE§j7Ae Donaldson, City Clerk