2022/10/05 Vista Ridge Apartments, Inc. Major Plot Plan No. 2018-225 APN: 335-481-015AGREEMENT TO I.\DEMNIFY AND HO HAR}ILESS
This Agreement to Indemnilj and Hold Harmless ("Agreement") is entered into,
effective as of Al*)e( d , 2022, by and bet\r'een the CITY OF MENIFEE, a municipal
corporotion, on the one hand. ("City"), and vista Ridge Apartments a Califonlia
brumtiot . ("Luis Navarro"). on the other. The City and Indemnito(s) are herein
.efeEd to cotteciively as the "Parties" and individually as a "Party."
RECITALS
whereas visla Ridge Apartments has applied to the city for various discretionary approvals
including Major Ptot PIan No. 20r&225, proposes a rhirty{30)-unit apartrnent complex. that
includes two and three-bedroom units with a 2-car garage with direct access to each unit. The
unirs arc design in a total ofeight (8) two-story buildings. The Project site is approximatcly 2.ti5-
acres and will include landscaping throughout the development, and a picn'ic and playgound
area. In addition to the gamge spsces, the Project also proposes a total of l4 guess pafking stells.
Primary access to the site will be providod on Thomton Avenue with emergency access on
Murrieta Road. (The "Project") is located at the southwest corner of Murrieta Road and
Thornton Avenue and is surrounded by cxisting singlc-family residential to the wcst, north, and
east of the property and vacant commercial relait to the south. (APN: 335-481-015). (tho
'?ropeny*"); and
Whereas, in connection with the consideration of the above-mentioned discretionary
approvals, Indemnitor(s) has offered to, and hereby agrees thal it will, indemniff and hold the
City harmless from any challenges arising from or related to the discretionary approvals, the
Propcrty or thc Projcct as morc fully set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, for full and valuable consideration, the receipt and sufficiency of which
arc hcrcby acknowlcdgcd, and based upon the foregoing rscitals, and the terms, ootrditions,
covenants, and agreements contained herein, the Panies hereto agree as follows:
1. Incorporatiou of RecitrlD. The Recitals set forth above are an integral part of this
Agreement, and are fully incorporated herein.
2. Indemnlton' lndemni{icatiou ObliSrtions, Indemnitor(s) shall indemni$, defend, and
hold harmless the City of Menifee and its elected city council, appointed boards,
commissions, committccs, officials, cmployccs. volunteers, coitractors, consultants
(which may includc thc County of Riverside and its employees, officers, officials, and
agents), and agents (herein, collectivcly, the "Indcmnitecs') from and against any and all
claims, liabilities, losses, tines, penalties, and expenses, including without limitation
litigarion expenses and anomey's fees, arising out of eithcr (i) the City's approval of the
Project or actions related to the Property, including without limitation any judicial or
adminislrative proceeding initiated or maintained by any pcrson or entity challenging the
validity or enforceability of any City permit or approval relating to the Project, any
condition of approval imposed by thc City on such permit or approval, and any finding or
dctermination made ard any other action taken by any ofthe Indemnitees in conjunction
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807.1a10.2 .09/29::
with such permit or approval, including without limitation any action taken pursuant t'o
the Califomia Environmenml Quality Act C'CEQA'), or (ii) the acts, omissions, or
operations of the Indemnitor(s) and the directors, officers, members, partncrs, employees,
agents, conlractors, and subcontractors of each person or entity comprising the
Indemnito(s) with respect to the ownershtp, planning, design, construction, and
maintenance of the Project and the Property for which the hoject is being approved. The
Ciry shall noti! the lndemnito(s) of any claim, lawsuit, or other judicial or
adnrinistrativc proceeding (herein, an "Action") within thc scopc of this indemnity
obligation and request that the Indemnitor(s) defend such Action with legal counsel
reasonably satisfactory to thc City. If the Indemnito(s) fails to so defend the Action, *re
City shalt 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 lcast on a monthly
basis. Notwithstanding the foregoing, the indemnity obligation urder clause (i) of the
first sentence of this condrtion 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 lhe Project, and shall suwive and be independent of any
Project approvals. even ifsuch Project approvals are invalidated in whole or part
3, Entire Agreement; Amendments end Weivers. This Agrccment contains the e11l.ire
agreement between the City and Indemnitor(s) with respect to the subject matter set forth
herein and supersedes anv prior discussions. negotiations, and agreements with respect
thereto. This Agreement may be amended or modified only by a rvriften agreement
executed by both Parties. No waiver of any of the terms of this Agreement shall be
effective or binding unlcss in wnting and cxccuted by an authorized representative of the
Party waiving its rights hereunder.
4. Successors and Assigns, This Agreement shall be binding upon the heirs, executoru,
administrators, successors. transferees, and assigns of the Panies.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be
effective as ofthe date first written above.
Dated: lD lro
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