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hNSU MCE NOT REQUIRED N-2020-167
<br />°C11 WORK PIIAY PROCEED
<br />0' CLERK OF COUNCIL
<br />YP.
<br />DEFENSE AND INDEMNIFICATION AGREEMENT
<br />This Defense and Indemnification Agreement ("Agreement') is made and entered into
<br />this 5L day of , 2020, by and between Amazon.com Services LLC, a
<br />Delaware limited liability company ("Amazon") and OCR Land, LLC, a California limited
<br />liability company and OC Media Tower, L.P., a California limited partnership (collectively,
<br />"Property Owner"), collectively referred to in this Agreement as "Applicant", and the City of
<br />Santa Ana, a charter city and municipal corporation organized and existing under the
<br />Constitution and laws of the State of California ("City"). City and Applicant are sometimes
<br />collectively referred to in this Agreement as the "Parties" and individually as a "Party".
<br />RECITALS
<br />A. The Applicant has submitted formal applications ("Amazon Project Application") to
<br />the City for the approval of a distribution facility, including a warehouse building and
<br />delivery vehicle parking, to be located at 625 North Grand Avenue, as more
<br />particularly described in the legal description set forth in Exhibit "A" attached hereto
<br />and incorporated herein ("Property" or "Project').
<br />B. City is processing the Amazon Project Application under the current zoning and
<br />Environmental Impact Report ("EIR") completed for Specific Development No. 21
<br />project area (SD-21).
<br />C. To move forward with the processing of the Project, the Parties desire to enter
<br />into this Agreement. Amazon, on the one hand, and Property Owner, on the other
<br />hand, shall be jointly and severally responsible for all obligations of the Applicant
<br />pursuant to the terms of this Agreement.
<br />NOW THEREFORE, in consideration of the mutual and respective promises, and
<br />subject to the terms and conditions hereinafter set forth, the Parties agree as follows:
<br />1. Incomoration of Recitals. The Parties incorporate the Recitals in this Agreement
<br />as if fully set forth herein.
<br />2. Indemnification and Defense. Applicant shall indemnify, protect, defend and
<br />hold the City and/or any of its officials, officers, employees, agents, departments, agencies, and
<br />instrumentalities thereof (together with the City, collectively, the "City Parties"), harmless from
<br />any and all claims, demands, lawsuits, writs of mandamus, other proceedings (whether legal,
<br />equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute
<br />resolution procedures (including, but not limited to arbitrations, mediations, and such other
<br />procedures), judgments, orders, and decisions (collectively "Claims"), brought against the City
<br />Parties, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any
<br />permit or approval related to the Amazon Project Application issued by the City Parties for or
<br />concerning the Project, whether such Claims are brought under the Ralph M. Brown Act, the
<br />California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act,
<br />Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution,
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<br />P651-001 - 3919947.1
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