2019/02/20 Ethanac Square, LP PP No. 2017-060MENIFEE 297'14 Haun Road Menifee. CA 92586
951-672-6777 I Fax 951-679-3843
New. Better. Best.cityofmenifee.us
DATE:February 4, 20'19
RE:lndemnification Agreement for Ethanac Square
TO:Sarah Manwaring, City Clerk
Cheryl Kitzerow, Planning Director
FROM: City of Menifee Planning Division, Lisa Gordon
Attached please find an lndemnification Agreement for City of Menifee Planning Application for
"Ethanac Square" Plot Plan No. 2017-060, Conditional Use Permit No. 2017-061, Conditional
Use Permrt No.2018-257, and Tentative Parcel Map No. 2017-062 (TPIV37389)
tillt S'k
Thank You
Please email a PDF copy of the fully executed agreement to Lisa Gordon at
lqordon@citvofmen ifee. us
AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into,
effective as of __, 2018, by and between the CITY OF MENIFEE, a municipal
corporation, on the one hand,("City"), and Ethanac Square., L.P. a Califomia limited
liability company, ("lndemnitor" or "Indemnitors"), on the other. The City and
lndemnitor(s) are herein refered to collectively as the "Parties" and individually as a
"Party."
RE,CITALS
Whereas, Applicant has applied to the City for various discretionary approvals
including a project for the development of a retail center (the "Project") on 2.99 acres of
property on the southwest corner ofEthanac Road and Barnett Road (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.
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:
l. Incorporation of Recitals. The Recitals set forth above are an integral part of this
Agreement, and are lully 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
"lndemnitees") from and against any and all claims, liabilities, losses, fines,
penalties, and expenses, including without limitation Iitigation expenses and
attorney'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
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, members, partners, employees, agents, contractors, and
subcontractors of each person or entity comprising the Indemnitor(s) with respect
Conditions of Approval No. 2017-060 57 of 61
AGREEMENT
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 lndemnitor(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 ofapproval by lndemnitor(s) and, ifthey 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 Agreementl 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 ofthe 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.
"c]1 Y"
Dated:($.1br- ,2ffii
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CITY OF MENIFEE, a Califomia
pal Corpo r IOn
ARMANDO G. VILLA
CITY OF MENIFEE
Mu
By:
Its:
Conditions ofApproval No.2017-060 58 of61
APPROVED AS TO
RUTAN & TUCKER, LLP
Attomeys for the City
Dated: lA-3 ,2018
Dated: 13 -3 ,2018
.INDEMNITOR''
Ethanac Square. L.P.
By,lh,u /G/J*4'
L
Print
Name:
Its Manager/M anaging Member
Ethanac Square. L.P.
By:
Print
Name:
FORM
Conditions ofApproval No.2017-060 59 of61
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