HomeMy WebLinkAboutContract 1738 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
This INDEMNIFICATION AND HOLD HARMLESS AGREEMENT("Agreement")is entered
into effective as of March/Li, 2018 between the City of Cathedral City, a California municipal
corporation("City")and New Valley PS,LLC ("New Valley") with respect to the following
facts:
RECITALS
ry 1. New Valley executed that certain Agreement for Grant of Easement("Easement
Agreement")recorded as Instrument Number 0216632 on May 31, 2017 pursuant to which it
granted a public easement for a bike and pedestrian path and related improvements ("Bike Path")
on Lot"U" ("Lot U") as shown on Tract Map No. 32233-1 per Book 381 pages 59-67,records of
Riverside County;
2. City made certain improvements to the Bike Path and constructed or caused to be
constructed a shade structure and related improvements ("Shade Structure")associated with the
Bike Path;
3. The Shade Structure was built outside of the allowed public easement for the Bike Path
on New Valley's property without New Valley's approval or consent;
4. City agrees to indemnify New Valley with regards to any occurrences on Lot U that are
in any way associated with the Bike Path or Shade Structure as further provided below.
NOW THEREFORE THE CITY AND NEW VALLEY AGREE AS FOLLOWS:
a. The City agrees to indemnify,defend and hold harmless New Valley PS LLC,New Valley
PS Golf LLC, Escena Golf Club,New Valley LLC, VGR Holding LLC and Vector Group
LTD and their managers, members, officers, directors, agents, employees, successors and
assigns("Indemnified Parties")from any and all actions, suits, claims, demands, damages
to persons or property, losses, costs, penalties, obligations, errors, omissions or
liabilities, (hereinafter "claims or liabilities") that may be asserted, alleged or claimed by
any person, firm or entity arising out of or in connection with the construction,
existence or use of the Shade Structure, the Bike Path or the performance of
the work, operations or activities of City, its agents, employees, subcontractors, invitees
or members of the public relating to the Shade Structure,arising
at any time whether in the past or in the future, on any part of Lot U but excluding o n 1 y
such claims or liabilities arising from the sole negligence or willful misconduct of New
Valley, its officers, agents and employees.
b. City agrees to defend any action or actions filed in connection with any of said claims or
liabilities asserted or claimed, in accordance with Section (a) above, and will pay all costs
and expenses, including expert witnesses, legal costs and attorney's fees as incurred
in connection therewith. City shall have authority to retain legal counsel to defend and
Indemnified Party as mutually agreed to by City and New Valley and to administer
and monitor any such litigation or other legal proceeding. City shall have sole settlement
authority for any such claim or liability provided that it gives advanced notice of the same to
New Valley.
c. In the event an Ind em n i fi ed P arty is made a party to any action or proceeding
for claims or liabilities identified in Section (a) above, City agrees to pay to
the Indemnified Parities, any and all reasonable costs and expenses incurred by the
Indemnified Parties in such action or proceeding, including but not limited to, expert
witnesses, legal costs and attorney fees.
d. In the event that any action or suit is instituted by either party against the other arising out
of this Agreement,the party in whose favor final judgment shall be entered shall be entitled
} to recover from the other party all costs and expenses of suit,including reasonable attorneys'
fees.
e. New Valley reserves any and all of its rights and remedies of or with respect to the
construction of the Shade Structure by City.
f. This Agreement and the Easement Agreement constitute the entire agreement of the parties $$$
regarding the subject matter hereof. The recitals to this Agreement are incorporated herein
by this reference. In the event of a conflict between this Agreement and the easement
Agreement this Agreement shall control.
THE UNDERSIGNED AUTHORIZED REPRESENTATIVES OF CITY and NEW
VALLEY PS, LLC have executed this Agreement as of the date below.
City of Cathedral City: New Valley •S, LLC:
By: A 11-4E-1 By: it-i,z-..011/
Charles P. McClendon B-nnett Borko, Authorized
City Manager Signatory
Date: March 13, 2018 Date: 3/(:V/(r-
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