2019/12/19 Briggs & 74, LLC Indemnify and Hold Harmless TPM 2017-227AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into,
effective as of , 2019, by and between the CITY OF MENIFEE, a municipal
corporation, on the one hand, ("City"), and Briggs & 74, LLC., a California limited
liability company, ("Indemnitor" or "Indemnitors"), on the other. The City and
Indemnitor(s) are herein referred to collectively as the "Parties" and individually as a
"Party." Y•
RECITALS
Whereas, Applicant has applied to the City for various discretionary approvals
including a project for the development of a shopping center and self -storage facility (the
"Project") on 5.04 acres of property on the northwest corner of Briggs Road and Highway
74. (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
"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 operations of the Indemnitor(s) and the directors, officers,
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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.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement to
be effective as of the date first written above.
Dated: ! ; ` ( 2019
"CITY"
CITY OF MENIFEE, a California
Municipal Corporati
By:
Its: ARMANDO G. VILLA
CITY MANAGER
CITY OF MENIFEE
A ro e as to For
Jeffrey T. Mel ng
City Attorney
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APPROVED AS TO
RUTAN & TUCKER, LLP
Attorneys for the
Dated: , 2019
Dated: .2019
FORM
"1NDEMNITOR"
Briggs & 7 LC.
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Print
Name:04itc C
Its Manager/Managing Member
Briggs & 74 'LC
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Name:1�6A r ram. t-
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