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2023/04/28 IPT Menifee CC LLC Major Plot Plan No. P:N22-0179 and Tenative Parcel Map No 38469 (PLN22-0180)DocuSign Envelope ID: 181909BC-OAOB-4E43-A131-2385CEE41624 AGREEMENT TO INDEMNIFY AND HOLD HARMLESS This Agreement to Indemnify and Hold Harmless ("Agreement") is entered into, effective as of April 28 , 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 (11PLN22- 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 I"). 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 2465/031858-0001 8073430.2 a04/11/23 DocuSign Envelope ID: 181909BC-OAOB-4E43-A131-2385CEE41624 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. 2465/031858-0001 8073430.2 a04/11/233 -2- 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. "CITY" Dated. 2022 CITY OF MENIFEE, a California Municipal Corporation APPROVED AS TO FORM RUTAN & TUCKER, LLP Attorneys for the City of Menifee Dated: Di?Ui 6 , 2022 -3- Its: "INDEMNITOR" [Dish Wireless, LLC] By: 4 Print Name:SL�� Its Manager/Managing Member Dated: November 8, 2022 -4- "INDEMNITOR" [Crown Castle (Tower Owner & Attorney - in -Fact] DocuSign Envelope ID: 181909BC-OAOB-4E43-A131-2385CEE41624 IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement to be effective as of the date first written above. Dated: April 28 , 2023 APPROVED AS TO FORM RUTAN & TUCKER, LLP ' : hdtLvtj, Ot Affmu� Jeffrey T. Melching, City Attorney 2465/031858-0001 8073430.2 a04/11/233 -3- "CITY" CITY OF MENIFEE, a California Municipal Corporation By:r Its: City Manager DocuSign Envelope ID: 181909BC-OAOB-4E43-A131-2385CEE41624 Dated: "INDEMNITOR" IPT MENIFEE CC LLC, a Delaware limited liability company , 2023 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 Dn-Slpnnl by: By: --[ $aan�er� Print Name: Chris Sanford Its Managing Director 2465/031858-0001 8073430.2 a04/11/233 -4-