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INDEMNIFICATION AGREEMENT
<br />THIS INDEMNIFICATION AGREEMENT is made as of October 1st, 2024 by
<br />REDLANDS COMMUNITY INVESTMENT CORPORATION, a California corporation
<br />("Indemnitor") in favor of the CITY OF REDLANDS, a municipal corporation ("Indemnified
<br />Party").
<br />RECITALS
<br />WHEREAS, Indemnitor is the former owner and operator of certain real properties in the
<br />City of Redlands, located at 204 E. Redlands Boulevard known as County Assessor's Parcel No.
<br />0171-071-08-000 (the "E. Redlands Parcel") and 180 9th Street known as County Assessor's
<br />Parcel Nos. 0171-088-06-0000 and 0171-088-07-0000 (the "9" St. Property") (collectively, the
<br />"Property"), which Property was sold to Indemnified Party pursuant to a Purchase and Sale
<br />Agreement and Joint Escrow Instructions dated as of October 17, 2023 ("Purchase Agreement").
<br />WHEREAS, prior to the Closing under the Purchase Agreement, Indemnitor was served
<br />and added as a defendant in the matter of James Rutherford v. Mr. Taco Una Mas LLC, et al.
<br />(San Bernadino County Superior Court Case No. CIV SB 2313356) filed pursuant to the
<br />Americans with Disabilities Act ("ADA Action"). The ADA Action was dismissed in March
<br />2024.
<br />WHEREAS, in consideration for Indemnified Party's agreement to proceed to Closing
<br />under the Purchase Agreement, Indemnitor has agreed to indemnify, defend and hold
<br />Indemnified Party harmless from and against any and all loss, cost and expense arising from
<br />or relating to any failure to comply with the Americans with Disabilities Act or any other
<br />applicable law regarding accessibility on or about the Property during the period of
<br />Indemnitor's ownership on the terms and conditions set forth herein.
<br />AGREEMENT
<br />NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of
<br />which are hereby acknowledged, Indemnitor hereby agrees as follows:
<br />1. Indemnification. In addition to any other rights or remedies available to
<br />Indemnified Party, under the Purchase Agreement, or at law or in equity, Indemnitor agrees to
<br />pay, protect, defend, indemnify, hold and save harmless Indemnified Party from and against
<br />any and all liabilities, claims, obligations, losses, costs, charges, expenses, causes of action,
<br />suits, demands, judgments and damages of any kind or character whatsoever, including, but not
<br />limited to, actual attorneys' fees and costs (including appellate fees and costs) incurred or
<br />sustained by Indemnified Party, and actual attorneys' fees awarded against the Indemnified
<br />Party, directly or indirectly, by reason of, relating to, or arising under any of the above -listed
<br />matters, or in any other action at law or in equity under any theory of recovery under the
<br />Americans With Disabilities Act or any other applicable law regarding accessibility on or about
<br />the Property occurring during the period of Indemnitor's ownership of the Property. For the
<br />avoidance of doubt, it is the intent of the parties that all loss, cost, or expense relating to actual
<br />or alleged failure to comply with the Americans With Disabilities Act and other accessibility
<br />laws occurring on or before February 27, 2024 shall be borne by Indemnitor and Indemnitor
<br />shall be obligated to indemnify, defend, and hold Indemnified Party harmless from and against
<br />any such loss, cost or expense.
<br />17942.00158\42321701.1
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