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Indemnification Agreement
CITY of MONTE SERENO
18041 Saratoga-Los Gatos Road • Monte Sereno, CA 95030
(408) 354-7635 • Building Department • www.montesereno.org
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For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Applicant
hereby expressly agrees in connection with the processing
of Applicant’s Project application(s) to each and every one of
the following terms and conditions:
1. Applicant agrees, as part of and in connection with each
and any of the application(s), to defend, indemnify, and
hold harmless the City of Monte Sereno (“City”) and its
officers, contractors, consultants, attorneys, employees
and agents from any and all claim(s), action(s), or
proceeding(s)
(collectively referred to as “proceeding”) brought against
City or its officers, contractors, consultants, attorneys,
employees, or agents to challenge, attack, set aside, void,
or annul:
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a. Any approvals issued in connection with any of the
above described applications by City; and/or
b. Any action taken to provide related environmental
clearance under the California Environmental Quality
Act of 1970, as amended by City’s advisory agencies,
boards or commissions; appeals boards or commissions;
Site & Architectural Commission, or City Council.
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Applicant’s indemnification includes, but is not limited to,
damages, fees and/or costs awarded against or incurred by
City, and costs of suit, claim or litigation, including without
limitation attorneys’ fees and other costs, liabilities and
expenses incurred in connection with such proceeding,
whether incurred by Applicant, City, and/or parties
initiating or involved in such proceeding.
2. Applicant agrees to indemnify City for all of City’s
costs, fees, and damages incurred in enforcing the
indemnification provisions of this Agreement.
3. Applicant agrees to defend, indemnify and hold harmless
City, its officers, contractors, consultants, attorneys,
employees and agents from and for all costs and fees
incurred in additional investigation or study of, or for
document (such as an environmental impact report,
negative declaration, specific plan, or general plan
amendment) if made necessary by said proceeding, and
if Applicant desires to pursue such City approvals and/or
clearances, after initiation of the proceeding and that are
conditioned on the approval of these documents.
4. In the event that Applicant is required to defend City in
connection with such proceeding, City shall have and
retain the right to approve:
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a. The counsel to so defend City; and
b. All significant decisions concerning the manner in which
the defense is conducted; and
c. Any and all settlements, which approval shall not be
unreasonably withheld.
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5. City shall also have and retain the right to not participate
in the defense, except that City agrees to reasonably
cooperate with Applicant in the defense of the proceeding.
If City chooses to have counsel of its own defend any
proceeding where Applicant has already retained counsel
to defend City in such matters, the fees and expenses
of the additional counsel selected by City shall be paid
by City. Notwithstanding the immediately preceding
sentence, if City’s Attorney’s Office participates in the
defense, all City Attorney fees and costs shall be paid by
Applicant.
6. Applicant’s defense and indemnification of City set forth
herein shall remain in full force and effect throughout all
stages of litigation including any and all appeals of any
lower court judgments rendered in the proceeding.
After review and consideration of all of the foregoing
terms and conditions, Applicant, by signature below,
hereby agrees to be bound by and to fully and timely
comply with all of the foregoing terms and conditions.
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