031115
Defense and Indemnification Provisions:
1. Applicant agrees to and shall defend, indemnify, and hold harmless the City of Kingsburg
(“City”), and its officials, city council members, planning commission members, officers,
employees, representatives, agents, contractors and legal counsel (collectively, “City
Parties”) from and against all claims, losses, judgments, liabilities, causes of action,
expenses and other costs, including litigation and court costs and attorney's fees, and
damages of any nature whatsoever made against or incurred by the City Parties including,
without limitation, an award of attorney fees and costs to the person, organization or
entity or their respective officers, agents, employees, representatives, legal counsel,
arising out of, resulting from, or in any way in connection with, the City's act or acts
leading up to and including approval of any environmental document and/or granting of
any land use entitlements or any other approvals relating to the Project. Applicant's
obligation to defend, indemnify and hold harmless specifically includes, without
limitation, any suit or challenge by any third party against the City which challenges .or
seeks to set aside, void or annul the legality or adequacy of any environmental document,
including, without limitation, any environmental document prepared by the City or at the
direction of the City and approved by the City or the approval of any land use
entitlements or other approvals related to the Project.
2. Applicant agrees its obligations to defend, indemnify and hold the City, and the City
Parties harmless shall include, without limitation, the cost of preparation of any
administrative record by the City, City staff time, copying costs, court costs, the costs of
any judgments or awards against the City Parties for damages, losses, litigation costs, or
attorney's fees arising out of a suit or challenge contesting the adequacy of any City act or
acts leading up to and including any approval of any environmental document, land use
entitlements or any other approvals related to the Project, and the costs of any settlement
representing damages, litigation costs and attorney's fees to be paid to other parties
arising out of a suit or challenge contesting the adequacy of any City act or acts leading
up top and including any approval of the environmental document, land use entitlements
or any other approvals related to the Project.
3. Applicant agrees the City may, at any time, require the Applicant to reimburse the City
for attorney fees, costs that have been, or which the City reasonably anticipates will be,
incurred by the City during the course of any suit or challenge. Such attorney fees shall
include any and all attorney fees incurred by the City from its legal counsel, Kahn, Soares
& Conway, LLP and any special legal counsel retained by the City. Applicant shall
reimburse City within thirty (30) days of receipt of an itemized written invoice from City.
Failure of the Applicant to timely reimburse the City shall be considered a material
breach of the conditions of approval for the Project.
4. Applicant shall comply with and shall require all contractors to comply with all
prevailing wage laws, rules and regulations applicable to the Project. Applicant shall be
solely responsible for making any and all decisions regarding whether any portion or
aspect of the Project, including, without limitation, any form of reimbursement by the
City to the Applicant or any contractor, will require the payment of prevailing wages.
Further, Applicant will be solely responsible for the payment of any claims, fines,