2019/03/29 Woodside05S, LP Indemnification agreement TR.36788 AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Fold Harmless ("Agreement") is entered into, effective
as of ffirA -% 21, 2019, by and between the CITY OF MENIFEE, a municipal corporation, on
the one hand,("City"), and Woodside05S,LP ,("Indemnitor"or"Indemnitors"), on the other. The
City and Indemnitor(s) are herein referred to collectively as the "Parties" and individually as a
"Part "
Y�
RECITALS
Whereas, an application was submitted to the City for an Extension of Time for Tentative
Tract Map No. 36788 (the "Project") located on a 9.2 gross acre site north of Garbani Road, and
west of Sherman Road (the"Property"); and
Whereas, in connection with the consideration of the above-mentioned discretionary
approvals, Indemnitor(s)has offered to,and hereby agrees that it will, indemnify and hold the City
harmless from any challenges arising from or related to the discretionary approvals, the Property
or the Project as more fully set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for full and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and based upon the foregoing recitals,and the terms,conditions,covenants,
and agreements contained herein, the Parties hereto agree as follows:
1. Incorporation of Recitals. The Recitals set forth above are an integral part of this
Agreement, and are fully incorporated herein.
2. Indemnitors' Indemnification Obligations. Indemnitor(s) shall indemnify, defend, and
hold harmless the City of Menifee and its elected city council, appointed boards,
commissions, committees, officials, employees, volunteers, contractors, consultants
(which may include the County of Riverside and its employees, officers, officials, and
agents), and agents (herein, collectively, the "Indemnttes") from and against any and all
claims, liabilities, losses, fines, penalties, and expenses, including without limitation
litigation expenses and attorney's fees, arising out of either (i) the City's approval of the
Project or actions related to the Property, including without limitation any judicial or
administrative proceeding initiated or maintained by any person or entity challenging the
validity or enforceability of any City permit or approval relating to the Project, any
condition of approval imposed by the City on such permit or approval, and any finding or
determination made and any other action taken by any of the bidemnitees in conjunction
with such permit or approval, including without limitation any action taken pursuant to the
California Environmental Quality Act("CEQA"), or(d) the acts, omissions, or operations
of the Indemnitor(s) and the directors, officers, members, partners, employees, agents,
contractors, and subcontractors of each person or entity comprising the Indemnitor(s)with
respect to the ownership, planning, design, construction, and maintenance of the Project
and the Property for which the Project is being approved. The City shall notify the
Indemnitor(s)of any claim, lawsuit, or other judicial or administrative proceeding(herein,
1465:031658-0001
9073430.2 a0 128/19
an "Action") within the scope of this indemnity obligation and request that the
Indemnitor(s)defend such Action with legal counsel reasonably satisfactory to the City. If
the Indemnitor(s) fails to so defend the Action, the City shall have the right but not the
obligation to do so with counsel of their own choosing, with no right of approval by
Indemnitor(s) and, if they do, the Indemnitor(s) shall promptly pay the City's full cost
thereof, with payments made at least on a monthly basis. Notwithstanding the foregoing,
the indemnity obligation under clause (i) of the first sentence of this condition shall not
apply to the extent the claim arises out of the willful misconduct or the sole active
negligence of the City. This Agreement shall survive any final action on the Project, and
shall survive and be independent of any Project approvals, even if such Project approvals
are invalidated in whole or part.
3. Entire Agreement; Amendments and Waivers. This Agreement contains the entire
agreement between the City and Indemnitor(s) with respect to the subject matter set forth
herein and supersedes any prior discussions, negotiations, and agreements with respect
thereto. This Agreement may be amended or modified only by a written agreement
executed by both Parties. No waiver of any of the terms of this Agreement shall be
effective or binding unless in writing and executed by an authorized representative of the
Party waiving its rights hereunder.
4. Successors and Assigns. This Agreement shall be binding upon the heirs, executors,
administrators, successors, transferees, and assigns of the Parties.
rN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be
effective as of the date first written above.
Q� "CITY"
Dated: i /U, 2019 CITY OF MENIFEE a California Municipal
Corporation.
By: (� L.
A MANDO G. VILLA
Its: CITY MANAGER
CITY OF MENIFEE
G C�crK
14e5m31858-0001
8073430.2 - -
APPROVED AS TO FORM
RUT UCKER, LLP
Attorneys for the City of n fee
"INDEMNITOR"
Woodside 05S, LP, a California limited
partnership
Dated: Yg2�n . Z{l19
By: WDS GP, Inc., a California corporation
Its: Gencral Partner C't
By:
Print Name: 4R&,ST-01p 4— f77�nrlclrt—
_'465 03I95MG01
903430.2 -3-
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE g 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of Cali n'
County of }
On (C�7'L ;JUG / efore me, c �!�' J/�Cr��cf NOI't CL�'�/C
Date I . / Here Insert Name and Title of the O rcer
personally appeared �X/-',6/1 %IJCY /j 'C t.L _
Name(s)of Signerfs)
who proved to me on the basis of satisfactory evidence to be the person(%rwhose nametWs/are subscribed
to the within instrument and acknowledged to me that he/s+t�executed the same irf his r
authorized capacityjjpWand that by his/4e4t e+f signaturewon the instrument the perso or the entity
upon behalf of which the persan�acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
B)1CNEi:LE M. SROMA� laws of the State of California that the foregoing
z +tNl1Ion#21057i'd paragraph is true and correct.
Notary
Public-Cillrornle
QS Riwrtld4 -o w WITNESS my hand d official I.
0 �p Am 2 20t11
Signatur
Place Notary Seal ondlor Stamp Above Signature Notary Public
- - -- - OPTIONAL - - - - -
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer - Title(s): ❑ Corporate Officer - Title(s):
❑ Partner - 0 Limited ❑ General ❑ Partner - 0 Limited ❑ General
❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact
I ❑ Trustee ❑ Guardian of Conservator ❑ Trustee ❑ Guardian of Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
C2017 National Notary Association