2023/04/28 IPT Menifee CC LLC Major Plot Plan No. PLN22-0179, and Tentative Parcel Map No. 38469 (“PLN22-0180” or the “Project”)2465/031858-0001
8073430.2 a04/11/23
AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
This Agreement to Indemnify and Hold Harmless (“Agreement”) is entered into, effective
as of _______________ ____, 2023, by and between the CITY OF MENIFEE, a municipal
corporation, on the one hand, (“City”), and IPT MENIFEE CC LLC, a Delaware limited liability
company, (“Indemnitor””), on the other. The City and Indemnitor are herein referred to
collectively as the “Parties” and individually as a “Party.”
WHEREAS, Indemnitor has applied to the City for various discretionary approvals
including Major Plot Plan No. PLN22-0179, and Tentative Parcel Map No. 38469 (“PLN22-
0180” or the “Project”) which proposes the construction of one concrete tilt-up building. The
building would total approximately 467,320 square feet (SF) of warehouse, inclusive of 7,000 SF
of mezzanine, and 20,320 SF of office space (“Building 1”). Building 1 would be approximately
55’ feet high and include approximately 409 automobile and 258 truck trailer parking spaces. The
Project site is approximately 29.25 gross acres and is generally bounded by a Southern California
Edison (“SCE”) utility corridor and McLaughlin Road to the south, Floyd Avenue 300 feet to the
north, Murrieta Road to the east, and Geary Street to the west in the northwestern part of the City
of Menifee, County of Riverside, State of California (the “Property”); and
WHEREAS, in connection with the consideration of the above-mentioned discretionary
approvals, Indemnitor 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 of the Property
and/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:
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. Indemnitor 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 attorneys’ 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
DocuSign Envelope ID: DB1DF091-C8E5-4B4B-966C-995E74E8C725DocuSign Envelope ID: 181909BC-0A0B-4E43-A131-2385CEE41624
28April
2465/031858-0001
8073430.2 a04/11/233 -2-
of the Indemnitor and the directors, officers, 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 approved. The City shall notify the
Indemnitor 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
defend such Action with legal counsel reasonably satisfactory to the City. If the Indemnitor
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 and, if the
City does, the Indemnitor 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 or any of the
Indemnitees. 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 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.
DocuSign Envelope ID: DB1DF091-C8E5-4B4B-966C-995E74E8C725DocuSign Envelope ID: 181909BC-0A0B-4E43-A131-2385CEE41624
2465/031858-0001
8073430.2 a04/11/233 -3-
IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement to be
effective as of the date first written above.
Dated: , 2023
“CITY”
CITY OF MENIFEE, a California Municipal
Corporation
By:
Its: City Manager
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
_________________________________
Jeffrey T. Melching, City Attorney
DocuSign Envelope ID: DB1DF091-C8E5-4B4B-966C-995E74E8C725DocuSign Envelope ID: 181909BC-0A0B-4E43-A131-2385CEE41624
April 28
2465/031858-0001
8073430.2 a04/11/233 -4-
Dated: , 2023
“INDEMNITOR”
IPT MENIFEE CC LLC, a Delaware limited
liability company
By: Build-To-Core Industrial Partnership II
Tranche B LP, a Delaware limited partnership,
its member and manager
By: BCI IV BTC II Tranche B GP LLC, a
Delaware limited liability company, its general
partner
By: AIREIT Real Estate Holdco LLC, a
Delaware limited liability company, its sole
member
By: AIREIT Portfolio Real Estate Holdco
LLC, a Delaware limited liability company, its
sole member
By: AIREIT Operating Partnership LP, a
Delaware limited partnership, its sole member
By: Ares Industrial Real Estate Income Trust
Inc., a Maryland corporation, its general
partner
By:
Print Name: Chris Sanford
Its __________________________________ Managing Director
DocuSign Envelope ID: DB1DF091-C8E5-4B4B-966C-995E74E8C725DocuSign Envelope ID: 181909BC-0A0B-4E43-A131-2385CEE41624