HomeMy WebLinkAboutAGR-7817 - PROLOGIS, L.P. - INDEMNIFICATION AGREEMENTINDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT ("Agreement") is made as of this ___day of
__________, 2024, by and between Prologis L.P., a Delaware Limited Partnership ("Applicant"),
and the City of Orange, a municipal corporation ("City").
RECITALS
WHEREAS, Applicant is the owner of real property located at 534 Struck Avenue in the
City, (APN 375-331-04) the site of a former manufacturing facility (the "Property").
WHEREAS, at the request of Applicant, the City is processing entitlements and an
environmental assessment to redevelop the Property (the "Proposed Project").
NOW, THEREFORE, Applicant and the City do hereby agree as follows:
1. Incorporation of Recitals. The recitals stated hereinabove are incorporated into
this Agreement by this reference.
2. Indemnification. If the City approves the Proposed Project, Applicant agrees to
defend, at its sole expense, any action against the City, its agents, officers, and employees (the
"Indemnitees") challenging the City’s approval of the Proposed Project or the environmental
assessment prepared in connection with the Proposed Project. In addition, Applicant shall
reimburse the Indemnitees for any court costs and attorney fees which the Indemnitees may be
required to pay as a result of such Action. The City may, at its sole discretion, participate at its
own expense in the defense of any such action, but such participation shall not relieve Applicant
of its obligation hereunder.
3. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall be deemed to be one and the same
agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original
signed copy of this Agreement.
4. Authorization and Understanding. Having read and understood this Agreement,
all persons signing below represent and warrant that they have been fully authorized to act on
behalf of the party for whom they are signing.
[Remainder of Page Intentionally Left Blank]
Docusign Envelope ID: BAD56A91-A17B-4371-9145-4A029468B296Docusign Envelope ID: CC43C3D9-2929-4E73-8EE5-F82A3DED7818
21st
March 2025,
AGR-7817
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
-2-
CITY:
Dated: _______________ CITY OF ORANGE
By:
Name:
Its:
APPROVED AS TO FORM:
Dated: _______________
By:
Name:
Its: City Attorney
APPLICANT:
Prologis-Exchange Orange Industrial Ctr 6 LLC
Dated: _______________ a Delaware limited liability company
By: _________________
Name: _________________
Its: _________________
of Prologis, Inc. a Maryland corporation
APPROVED AS TO FORM:
Dated: _______________ RUTAN & TUCKER, LLP
By:
Name:
Its:
Micheal Vigliotta
Jonathan Payne
John Ramirez
Attorney
VP, Development Officer
Docusign Envelope ID: BAD56A91-A17B-4371-9145-4A029468B296
11 December 2024
11 December 2024
13 December 2024
City Manager
Thomas C. Kisela
ATTEST:
________________________
Pamela Coleman, City Clerk
Docusign Envelope ID: CC43C3D9-2929-4E73-8EE5-F82A3DED7818
3/21/2025