2018/12/05 Pacific Land Development Partners, LLC Access for assisted living on Holland and Sherman RdAGREEMENT TO INDEMNIFY AND IIOLD IIARMLESS
This Agreement to lndemni! and Hold Harmless ("Agreement") is entered into,
effective as of b €C-, 5, 201 8, by and between the CITY OF MENIFEE, a municipal
corporation, on the one hand,("City"), and Pacific Land Development Partners, LLC a
Califomia limited liability company, ("Indemnitor" or "lndemnitors"), on the other. The
City and Indemnitor(s) are herein referred to collectively as the "Parties" and individually
as a "Party."
RECITALS
Whereas, Applicant has applied to the City for various discretionary approvals
including a project for the development of a medical office complex and assisted living
and memory care facility (the "Project") on 20.0 acres ofproperty on the southeast comer
ofHolland Road and Sherman Road Blvd. (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,
indemnifo 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
Agteement.
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:
I . Incorporation of Recitels. The Recitals set forth above are an integral part of this
Agreement, and are fully incorporated herein.
2. Indemnitors' Indemnification Obligations. Indemnitor(s) shall indemnifo,
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
"Indemnitees") from and against any and all claims, liabilities, losses, fines,
penalties, and expenses, including without limitation litigation expenses and
attomey's fees, arising out ofeither (i) the City's approval ofthe 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
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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, aud any
finding or determination made and any other action taken by any ofthe Indemlitees
in conjunction with such permit or approval, including without limitafion any action
taken pusuant to the Califomia Environmental Quality Act C'CEQA), or (ii) the
acts, omissions, or operations of the Indemnito(s) and the directors, offrcers,
members, partnerc, employees, agents, contractors, and subcontractors of each
person or entity comprising the lndemnitor(s) with respect to the ownership,
planning, design, construction, and maintenance ofthe Project and the Property for
which the Project is being approved. The City shall notiry the Indemnito(s) ofany
claim, lawsuit, or otherjudicial or administrative proceeding (herein, an "Action")
within the scope of this indemnity obligation and request that the Indemnitor{s)
defend such Action witb legal counsel reasonably satisfactory to the City. If the
Indemnito(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) ofthe first sentence ofthis
condition shall not apply to the extent the claim arises out ofthe 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 ofany Project approvals,
even if such Project approvals are invalidated in whole or part.
3. Entire Agreementl Amendments and Waivers. This Agreement contains the
entire agreement between the City and lndemnitor(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 ofthis 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 ofthe Parties.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to
be effective as of the date first written above.
out"a, )l2o *+a
.CMY"
CITY OF MENIFEE, a California
Municipalva1
By:
Its:
ARI'ANDO G. VILLA
ANAGER
CITY OF ME
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+
APPROVED AS TO FORM
& TUCKER, LLP
Attorneys for the
Dated 2018
Dated: 12 /r 2018
*INDEMNMOR"
Pacific Land Development Partners, LLC.
By:dtaz
Its Manager/Ivlanaging Member
Pacific opment Partners, LLC.
tils/u .-----1---r---'
By:
Print1.1"-".'bAvg 5. R-:rca
Page 40 of 40
Print
Name: olrclliL^ A C/ir
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