2019/12/19 BLC Fleming, LLC Agreement to indemnify and hold harmless for TPM 37379, 37391 AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into,
effective as of JNQ1KL& I q 2019, by and between the CITY OF MENIFEE, a municipal
corporation, on the one hand("City"), and BLC FLEMING LLC, a Delaware limited liability
company ("BLC"), and THE FLEMING FAMILY LIMITED PARTNERSHIP, a California
limited partnership ("Fleming" and collectively with BLC, "Applicants" or "Indemnitors" and
each, an "Applicant" or "Indemnitor"), on the other. The City and Indemnitors are herein
referred to collectively as the "Parties" and individually as a"Party."
RECITALS
Whereas, Applicants have applied to the City for various discretionary approvals
including, without limitation, Tentative Parcel Map 37379 (the "TPM") and all associated
conditions of approval, and Tentative Tract Map 37391 (the "TTM") and all associated
conditions of approval for the development of residences and commercial uses (the "Project") on
the real property that is more particularly described on the TPM and the TTM which is
comprised of approximately 331 acres (the"Property"); and
Whereas, in connection with the consideration of the above-mentioned discretionary
approvals, Indemnitors have offered to, and hereby agree that they 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. Indemnitors 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 "Indemnitees") 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 Indemnitees in conjunction
with such permit or approval, including without limitation any action taken pursuant to
the California Environmental Quality Act ("CEQA"), or (ii) the acts, omissions, or
079209\11198360v4
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, 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.
079209\1 1 198360v4 2
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to be
effective as of the date first written above.
"CITY"
Dated: 2019 CITY OF MENIFEE, a California Municipal
Corpora 'on
By:
Its:
ARMANDO G. VILLA
CITY MANAGER
CITY OF MENIFEE
APPROVED AS TO FORM
RI1 &TUCKER
Attorneys for he ty of Menifee
[Remainder of page intentionally left blank]
079209\1 1 198360v4 3
[Continued from previous page]
"INDEMNITOR"
Dated: , 2019 BLC FLEMING LLC,
a Delaware limited liability company
By: Bristol Land Company LLC, a
Delaware limited liability company
its Authorize ent
By:
AjAlfbFized A en a
Authorized Signature
By:
Authorized Agent and
Authorized Signature
"INDEMNITOR"
Dated: , 2019 THE FLEMING F - [.Y LIMITED
PARTNERSHIP,
a California limi partnership
By: F , LLC, a California limited
iability company, General Partner
By:
Fr . Fleming, Manager
By:
Nancy L. Oren, Man r
079209\1 1 198360v4 4
"INDEMNITOR"
THE FLEMING FAMILY LIMITED
PARTNERSHIP,
Dated: 2019 a California limited partnership
By: F&N, LLC, a California limited
liability company, General Partner
By: /Y� j&V
Fred J. Fleming, Manager
By:
Nancy L. Oren, Manager
079209\1 1 198360v4 4
"TNDEMNITOR"
THE FLEMING FAMILY LIMITED
PARTNERSHIP,
Dated: . 2019 a California limited partnership
By: F&N, LLC, a California limited
liability company, General Partner
By:
Fred J. Fleming, Manager
By: `/U
Nancy L. Ckn, Manager
079209\11198360A 4