2019/02/04 SH-Menifee, LLC PP No 2017-137MENIFEE 29714 Haun Road Menifee. CA 92586
951-672-6777 ' Fax 951,679'3843
RE
New. Better. Best.cityotmenitee.us
DATE:February 4, 2019
lndemnification Agreement for Fairfield Hotel
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
Fairfield Hotel - Plot Plan No. 201 7-'137
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Please email a PDF copy of the fully executed agreement to Lisa Gordon at
lqordon@citvofmen ifee.us
Thank You
AGREEMENT TO INDEMNIFY AND HOLD HA RMLESS
This Agreement to Indemnify and Hotd 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 SH-Menif'ee, LLC, a Catitbmia
, ("Indemnitor" or "Indemnitors"). on the other. The City and
Indemnitor(s) are herein referred to collectively as the "Parties" and individualty as a
"Party."
NOW, THEREFORE, for full and valuable consideration, the receipt and sut-ficiency of
which are hereby acknowledged, and based upon the foregoing recitals, and the terms,
conditions, covenants, and agreements contained herein, the Parlies hereto agree as
lbllows:
l. 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, ofticials. 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 litigation expenses and
attomey'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 olthe Indemnitees
in conjunction with such permit or approval, including without limitation any action
taken pursuant to the Califomia Environmental Quality Act ('CEQA"), or (ii) the
acts, omissions, or operations of the Indemnitor(s) and the directors, officers,
Page 57 of59
RECITALS
Whereas, SH-Menifee, LLC has applied to the City for various discretionary
approvals including a plot plan for a hotel in the Town Center Specific Plan (the "Project")
on a 2.79 acre parcel located south of Newport and east of Town Center Drive (the
"Property")l 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
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 ofthe Project and the Property for
which the Project is being approved. The City shall notily the Indemnitor(s) ofany
claim, lawsuit, or otherjudicial or administrative proceeding (herein, an "Action")
within the soope of this indemnity obligation and request that the Indemnitor(s)
del'end such Action with legal counsel reasonably satisfactory to the City. If the
Indemnitor(s) fails to so def'end 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, il 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 olthis
condition shall not apply to the extent the claim arises out ofthe willful misconduct
or the sole active negligence olthe City. This Agreement shall survive any final
action on the Project, and shall survive and be independent ofany 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 Pa(ies. No waiver of any of the
terms ofthis 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 of the Parties.
Dated tuh 9!#w8
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"CITY"
CITY OF MENIFEE, a Califomia
Municipal Corp lron
By
Its:
Page 58 of59
IN WITNESS WHEREOF, the pa(ies hereto have entered into this Agreement to
be effective as ofthe date tirst written above.
ARMANDO G. VILLA
CITY MANAGER
CITY OF MENIFEE
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