SECURED AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless (“Agreement”) is entered into and effective as of June __, 2025, by and between the CITY OF SAN JACINTO, a municipal corporation, on the one hand (“City”), and SanJac 55, LLC, a California Limited Liability Company (“Developer”), on the other. City and Developer are herein referred to collectively as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, Developer owns the Maravilla development project, as generally described and depicted in City of San Jacinto Tentative Tract Map No. 28224, as it may be reasonably modified in the discretion of the City (the “Project”) located generally at the current terminuses of Brookmere Road and Courtland Avenue, and connecting to existing Tract #28224-1, and more specifically as Exhibit A (“Legal Description”) San Jacinto (the “Property”); and WHEREAS, Vesting Tentative Tract Map No. 28224 (“VTTM 28224”) was originally approved by City in September of 1995, and the deadline for seeking and obtaining approval of a Final Map for the remainder of TTM 28224, which remainder consists of 137 lots (“Final Map”) has been the subject of multiple extensions as arguably authorized under the California Subdivision Map Act; and
WHEREAS, Developer and City both recognize and agree that approval of the Final Map and implementation of the Project may subject one or both of the Parties to claims, demands, demands for payment of fees, demands for dedication of lands, lawsuits or other actions that refer to, relate to, or arise from the approval of the Final Map and further including claims that approval of the Final Map is beyond the authority of the City due to the alleged expiration of the VTTM 28224 (as more fully defined in Paragraph 2, below, collectively “Claims”).
WHEREAS, the approval of the Final Map will be followed by the timely filing of a Notice of Exemption per CEQA Guidelines § 15062(d), which shall start a 35-day statute of limitations on court challenges (“Final Map Objections”) to the approval of the project.
WHEREAS, in connection with the consideration of the potential approval of the Final Map and implementation of the Project, Developer, on its own behalf and on behalf of its agents, affiliates, successors, assigns, heirs, parents, and subsidiaries (collectively (“Indemnitors”), has offered to, and hereby agrees that it will, indemnify and hold the City harmless from and defend against any Claims that arise from or relate in any way to the approval and implementation of the Project, that Developer will provide sufficient security to financially guarantee the performance of its obligations, and that a memorandum of this Agreement shall be recorded against the Property, all as more fully set forth in this Agreement.
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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. Indemnitor’s Indemnification Obligations. Indemnitors shall indemnify, defend, and hold harmless the City and its elected City Council, appointed boards, commissions, committees, officials, employees, volunteers, contractors, consultants, and agents (herein, collectively, the “Indemnitees”) from and against any and all claims, demands, actions, liabilities, losses, fines, penalties, costs, fees, and expenses from persons not a Party to this Agreement, including without limitation litigation expenses and attorneys’ fees, arising out of (i) the City’s consideration or approval of the Project or actions related to the Property and/or the Project (including without limitation the approval and extension of TTM 28224, which consists of 137 lots and/or approval and implementation of the Final Map), including without limitation any judicial or administrative proceeding initiated or maintained by any person or entity not a Party to this Agreement challenging the validity or enforceability of any City 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”), and/or (ii) the acts, omissions, or operations of the Indemnitor and the directors, officers, officials, appointees, electees, members, partners, employees, agents, contractors, and subcontractors of each person or entity comprising the Indemnitor with respect to the ownership, planning, design, construction, and maintenance of the Project and the Property for which the Project is being considered or approved, and/or (iii) any claim or demand for the payment of mitigation fees or other fees, or land dedication or reservation requirements, imposed (or attempted to be imposed) by any local, regional, state, or federal agency. The City shall notify the Indemnitor promptly upon receipt of any claim, lawsuit, or other judicial or administrative proceeding relating to a Claim (an “Action”) within the scope of this indemnity obligation and Indemnitor shall defend such Action with legal counsel of the City’s choosing. If the City opts to defend any Action by the retention of its own legal counsel, the Indemnitor shall promptly pay the City’s full fees, costs, and expenses thereof, with payments made at least on a monthly basis. The indemnity obligation herein shall apply to full extent allowed under applicable law. This Paragraph 2 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. Security. Developer shall provide security, in the form of a bond, letter of credit, or other form acceptable to the City Attorney, in amount of $100,000.00, on or before June 16, 2025 (the “Indemnity Security”). If no Claim is raised, the City shall release the Indemnity Security back to the Developer on or before the date that is ninety (120) days following the successful recordation of the Final Map. If a Claim is raised, the Indemnity Security shall Docusign Envelope ID: 9420756E-AD43-42FE-BF5F-746499A96D13 -3-
be released upon the later of (i) the running of all applicable statute of limitations (as calculated in the reasonable and conservative discretion of the City), and (ii) successful resolution of any and all litigation, Claims, or demands that are the subject of in the indemnification obligations specified in this Agreement. If it is determined at any time prior to the Indemnity Security being released that in the reasonable discretion of the City Manager an increase in the amount of security is required, Developer shall cease work on the Project until such time as sufficient security has been provided.
4. Recordation. The Parties agree that a memorandum of this Agreement shall be recorded by the City against the property within two (2) business days following its execution by all Parties. The memorandum of this Agreement shall be in a form approved by the City Attorney and the Developer, and include provisions that terminate the memorandum upon the release of the Indemnity Security.
5. Entire Agreement; Amendments and Waivers. This Agreement contains the entire agreement between the City and Developer (on its own behalf and on behalf of Indemnitors) 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.
6. Attorneys’ Fees. If any action or proceeding relating to this Agreement (including any alternative dispute resolution) or the enforcement of any provision of this Agreement is brought by a Party, the prevailing Party shall be entitled to recover attorneys' fees, costs, expenses, and disbursements (in addition to any other relief to which the prevailing Party may be entitled).
7. Remedies. Except as specifically set forth in paragraph 6, Developer’s sole remedy against the City for any breach of this Agreement shall be injunctive relief. Developer expressly waives and relinquishes any right or ability to seek any form of monetary relief, whether characterized as damages or otherwise, from City, except as set forth in paragraph 6.
8. Successors and Assigns. This Agreement shall be binding upon the heirs, executors, administrators, successors, transferees, and assigns of the Parties.
9. Amendments. This Agreement represents the entire understanding of the City and the Developer and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. All modifications to this Agreement must be in writing and first approved by the City and the Developer.
10. No Assignment. Neither Party may assign and/or transfer any interest in this Agreement without the prior written consent of the other Party hereto. Consent to assignment shall not be reasonably withheld.
11. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable, the City and the Indemnitor both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision. The invalid term or Docusign Envelope ID: 9420756E-AD43-42FE-BF5F-746499A96D13 -4-
provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety.
12. Waiver. No waiver of any default hereunder shall constitute a waiver of any other breach or default, whether of the same or of any other covenant or condition. No waiver given by either Party shall give the other Party a contractual right by custom, estoppel or otherwise which is in conflict with any written provision of this Agreement.
13. Mutual Drafting. The Parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
14. Counterparts. This Agreement may be signed in counterparts and electronically, each of which shall constitute an original and which collectively shall constitute one instrument.
15. Captions. The captions of the various articles and paragraphs of this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement or any part or parts of this Agreement.
16. Exhibits. All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
17. Severability. If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.
18. Notices. Any notice to be given or to be served upon any party hereto in connection with this Agreement must be in writing (which may include email and/or facsimile) and will be deemed to have been given and received when delivered personally or forty-eight (48) hours after deposit with any nationally recognized courier service or with the United States mail, first class, postage prepaid, addressed to the party’s principal place of business. Any party may, at any time by giving five (5) days' prior written notice to the other parties, designate any other address in substitution of the foregoing address to which such notice will be given.
a. City of San Jacinto:
595 S. San Jacinto Ave.
San Jacinto, CA 92583
Attn: City Manager
b. SanJac 55, LLC:
265 Sunrise Highway, Ste. 1515
Rockville Centre, NY 11570
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19. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California.
20. Sufficiency of Consideration. The Parties each agree that the consideration provided for the obligations specified herein is legally sufficient and that this Agreement is binding on the Parties hereto. The Parties each specifically waive and release any claim that this Agreement is, in whole or in part, invalid or unenforceable in any respect. [Signature Page Follows]
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Signature Page to
SECURED AGREEMENT TO INDEMNIFY AND HOLD HARMLESS BETWEEN THE CITY OF SAN JACINTO AND SANJAC 55, LLC
“CITY”
CITY OF SAN JACINTO, a California
Municipal Corporation
By: _________________________________
Valarie Vandever
Mayor
“INDEMNITOR”
SANJAC 55, LLC, California Limited
Liability Company
By: ________________________________
Daniel J. Schreiber
Managing Member
Attest:
_____________________________________
Julia Espinoza, City Clerk
Approved as to Form:
_____________________________________
RUTAN & TUCKER, LLP
Special Council for the City of San Jacinto
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