HomeMy WebLinkAbout20B - AA CHICK-FIL-A REIMBURSEMENTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
MARCH 5, 2019
CLERK OF COUNCIL USE ONLY:
TITLE: APPROVED
APPROVE APPROPRIATION ADJUSTMENT
[I As Recommended
AND AUTHORIZE REIMBURSEMENT
EI E]
E]OOrrdinance on 15' Reading
AGREEMENT WITH CHICK-FIL-A FOR
❑ Ordinance on 25d Reading
COSTS RELATED TO SEVENTEENTH
❑ Implementing Resolution
AND TUSTIN ANNEXATION
❑ Set Public Hearing For
{STRATEGIC PLAN NO. 3,3C)
CONTINUED TO
FILE NUMBER
CITY MANAGER
1. Authorize the City Manager and the Clerk of the Council to execute a Reimbursement Agreement
with Chick-fil-A, Inc. for the payment of fees and costs related to annexation processing for the
Seventeenth and Tustin Annexation, subject to non -substantive changes approved by the City
Manager and City Attorney.
2. Approve an Appropriation Adjustment recognizing Fiscal Year 2018-19 Chick-fil-A $50,000
reimbursement deposit to Planning and Building Agency's Special Revenue Fund, Planning
Consultant Services Fees Revenue Account and appropriating the same amount to Planning and
Building Agency Contract Services, Planning Consultant Services Fees Expenditure Account.
DISCUSSION
In June 2018, the City Council directed staff to initiate the process to annex a 24.78 -acre County
of Orange (County) island located at the northeast corner.of Seventeenth Street and Tustin
Avenue. This process requires an application through the Orange County Local Agency Formation
Commission (LAFCO). Planning and Building Agency staff have commenced preliminary work
required for the application process including drafting documents to predesignate land use and
prezone properties within the proposed annexation area that will be required by LAFCO.
Approximately two years ago, the County received a proposal to construct two new restaurants on
3.3 acres of vacant land within the area to be annexed. Since that time, the representatives for
those restaurants, In -N -Out and Chick-fil-A, have been working with County staff on the project
entitlements. Chick-fil-A has now filed the necessary applications with the County of Orange to
develop a portion of the 3.3 -acre vacant commercial site. Due to the projects location on the county
island, there has been an inability for the project to obtain City services and the project has not
moved forward. Annexing the Seventeenth Street and Tustin Avenue island would enable the
development process to move forward by allowing the City to provide public services to the area.
20B-1
Chick-fil-A Reimbursement Agreement 17th and Tustin Annexation
March 5, 2019
Page 2
To ensure that adequate resources are provided for City staff to move forward with the application
to LAFCO for the annexation, Chick-fil-A, through the reimbursement agreement (Exhibit 1), will
provide up to $150,000 to the City to cover costs related to the annexation. These costs include
Community Development Agency, Planning and Building, Public Works, and City Attorney staff
time, consultant services fees, and Board of Equalization fees.
Per the terms of this Agreement, Chick-fil-A will make an initial deposit with the City in the amount
of Fifty Thousand Dollars ($50,000) to provide initial funding for the services that have been
provided by the City in connection with the annexation. The City will request additional deposits as
needed to cover costs.
Approval of this agreement will provide private funding to supplement public funds for costs related
to the annexation of 24.78 -acre County of Orange island located at the northeast corner of
Seventeenth Street and Tustin Avenue.
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #3 Economic Development, Objective
#3, (Promote a solutions -based customer focus in all efforts to facilitate development and
investment in the community), Strategy C (Explore opportunities to encourage a business friendly
environment within the city through the reduction of non-essential regulatory requirements,
improved coordination between agencies for development review and addition of monetary
incentives).
FISCAL IMPACT
Approval of the recommended Appropriation Adjustment will recognize the receipt of the $50,000
payment from Chick-fil-A, into the Planning and Building Agency's Special Revenue Fund, Planning
Consultant Services Fees Revenue account (no. 05316002-53630) and appropriate the same into
the Contract Services, Planning Consultant Services Fees account (no. 05316021-62311). Any
additional reimbursements/payments from the developer will be deposited and expended from the
same accounts.
Steven A. Mendoza
Executive Director
Community Development Agency
Minh�ai `
Executive Director
Planning and Building Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Kat Downs, PA 0 C
Executive Director
Finance and Management Services Agency
20B-2
Chick-fil-A Reimbursement Agreement 17th and Tustin Annexation
March 5, 2019
Page 3
Exhibits: 1. Agreement
r�-
EXHIBIT 1
REIMBURSEMENT AND INDEMNIFICATION AGREEMENT
BETWEEN THE CITY OF SANTA ANA AND CHICK-FIL-A,
INC., A GEORGIA CORPORATION, FOR THE PAYMENT
OF FEES AND COSTS RELATED TO ANNEXATION
PROCESSING FOR THE 17th AND TUSTIN ANNEXATION
This Agreement ("Agreement") is entered into as of January 15, 2019, by and
between the CITY OF SANTA ANA, a charter city and municipal corporation, organized
and existing under the Constitution and laws of the State of California ("City"), and Chick-
fil-A, Inc., a Georgia corporation ("Developer"), who agree as follows:
1. Recitals. This Agreement is made with reference to the following facts and
circumstances:
A. The Developer has filed the necessary applications with the County of
Orange to develop a portion of the 3.3 acre vacant commercial site at the northeast corner
of Tustin Avenue and 17th Street within County unincorporated Island No. 25 ("Property")
comprised of APN #s•396 A303 01 to !.'28, 39 '304 0Nto: 1,.1:; 396-3A2 `01 to 08;x=121 96
313 01 to .03,x06 to -11, aril=396 31401to -06
B. Developer is seeking entitlements to certain real property consisting of a
portion of a 3.3 acre vacant parcel on which an In -N -Out Burger restaurant and a Chick-
fil-A restaurant will be developed with remaining vacant land for future potential tenant
use for a to -be -determined commercial development (the "Project").
C. The City of Santa Ana has the opportunity to annex the entire county island
given that the island is within the City of Santa Ana's sphere of influence.
D... The City, Developer and LAFCO have been working on the annexation of
this site into the Santa Ana City limits (the "Annexation").
E. City believes it is in the public interest for Developer to pay for some portion
of the Services described in Section 2 below, and City also acknowledges and agrees
that given the financial benefit to City of the Developer's commercial improvements to the
Property, City will also share in some portion of the cost for such Services, based on the
Cost Cap for Developer, as defined below.
F. Developer desires to move forward with the processing of its Project
subject to the reimbursement obligations set forth herein.
2. Agreement to Pay for Services.
Developer agrees to pay for professional costs and expenses related to the
various services that are necessary or appropriate, in the City's sole determination, to
effectuate the Annexation, and that are performed by City employees or contractors, but
subject to the Cost Cap as provided for in Section 41 of this Agreement (the "Services"),
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even though the actual amounts may be different than the estimated amount of costs for
the Services provided by the City Manager's Office, City Attorney's Office, Planning and
Building Agency and Public Works Agency. The City agrees to provide such Services to
effectuate the Annexation for the Project.
3. Community Development Agency City Attorney's Office Planning and
Building Agency, Public Works Agency State Board of Equalization and other Sources.
A. For the purpose of leading the Annexation, the-C-ommunity°'Development
by --will be taking the lead at an hourly rate of One Hundred Forty Two Dollars and
Thirty Cents ($142.30) for the services of the Executive Director.
B. For the purpose of providing the necessary legal oversight for the Project,
the City Attorneys ce_,will be providing services at an hourly rate of One Hundred
Twenty Three Dollars ($123.00).
C. For the purpose.of.conducting .the environmental analysis and pre -zoning,
the Planning and B`uilding'-"Ajency:wilr-be providing services at the hourly rate of One
Hundred Nine Dollars and Sixty-six Cents ($109.66) for the services of the Senior Planner
and One Hundred Fifteen Dollars and Forty-one Cents ($115.41) for the services of the
Principal Planner.
D. For the purpose of providing engineering and technical utility related
services, the�P--u_blic;:Wvrks--.Agi§hcpwill be providing services at the hourly rate of Two
Hundred Thirty Eight Dollars ($238.00).
E. The hourly rates listed above are subject to change on not less than sixty
(60) days' advance notice depending on the specific employees involved and the current
reimbursement calculation for said employees at the time of providing services.
F. Community Development Agency, City Attorney's Office, Planning and
Building Agency and Public Works Agency will provide Services in connection with this
Project, on an hourly basis. The City may also utilize additionalrexternal�carisultants,�
including, but not limited to, attorneys and engineers, as necessary to complete such
review as may be necessary and appropriate for the City to complete the Annexation.
Said consultants will be billed at their agreed upon rates with the City, such rates to be
provided to Developer in advance of any Services being provided.
G. Subject to the Cost Cap, Developer will be responsible for reimbursing the
City for costs incurred for any work provided by theState Boardnof E'q(alization for the
implementation of the Annexation.
H. Subject to the Cost Cap, Developer shall also be responsible for
reimbursing the City for any other costs incurred for any work provided from any other
sources for the implementation of the Annexation; provided further that any such
additional work shall be subject to the Developer's priorwritten approval, in its reasonable
discretion, and in the event that such approval is not given, then the additional costs so
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incurred shall not be subject to reimbursement, regardless of whether the Cost Cap has
been met or not.
I Developer_.has-deposited-,with..City.the,.amount of -Fifty- Thousand_ Dollars
5D,00000}(the "Initial Deposit") to provide initial funding for the Services to be provided
by`th'FbMty"Manager's Office, City Attorney's Office, Planning and Building Agency and
Public Works Agency. This amount shall be applied to Services received from the
aforementioned. City Agencies.
J. City shall provide Developer with a monthly statement of draws against the
Initial Deposit described in Section 3.G. above, accompanied by invoices, time records,
or other reasonable back-up therefor.
K. It is understood and agreed that the City has begun work on the Project
prior to execution and delivery of this Agreement. The fees, if any, incurred by the City in
connection with the Project prior to such execution and delivery will be subject to
reimbursement pursuant to this Agreement upon execution and delivery of this
Agreement by all parties and the Initial Deposit of funds made by Developer pursuant to
Section 3.G.
4. Deposit.
A. At any time that City determines in good faith that the sums then held in any
deposits made pursuant to Section 3.G. above are inadequate to pay for the projected
Services to be paid from such deposit over the succeeding two (2) month period (and
subject to the Cost Cap), Developer shall replenish the relevant deposit with the amount
requested by City in writing, which additional deposit amount for each such request shall
not exceed Twenty -Five Thousand Dollars ($25,000) or such lesser amount as would
cause the total of all deposits made by Developer to exceed the Cost Cap, within ten (10)
business days of such written request.
B. Should any deposit not be replenished in the time and amount specified as
set forth in Section 4.A., the City may direct that all Services to be paid from the deposit
applicable to such Services be halted until such time as such applicable deposit is
replenished.
C. All deposits, including the Initial Deposit, will be placed in a non-interest
bearing trust account. Developer understands and agrees that City will not pay interest
to Developer on the deposits, and Developer will not seek interest payments from City.
D. No later than forty (40) days after the earliest to occur of: (1) final action is
taken by City on the Project approving the Annexation, (2) Developer notifies the City in
writing of its withdrawal of the Project applications, or (3) the Project is otherwise
abandoned, City will provide Developer with a final accounting of costs and expenses for
the Services provided, accompanied by invoices, time records or other reasonable back-
up therefor, subject to Developer's right to review and reasonably approve or disapprove
of same. If Developer disapproves any fee or cost, such disapproval shall not be
automatically binding on the City, unless such cost or expense from City is manifestly
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unreasonable, in which case the disapproval by Developer would be binding on the City.
In any event, the parties shall continue to work in good faith to resolve any disputes.
Should the total reimbursement amount required for any Services be less than the total
amount deposited by Developer with respect to such Services, City will refund any
remaining deposit amount relating to such Services to Developer within forty-five (45)
days after determining the final reimbursement amount for such Services.
E. In the event Developer fails or refuses to make any of the deposits required
herein, Developer shall be liable to City for the amount of all fees charged to the City for
Services actually provided in accordance with this Agreement which exceed the amount
of the deposit paid by Developer for such Services, and City shall have the right to pursue
a breach of contract action, or any other pertinent legal action available to the City, against
the Developer. Further, the prevailing party in any dispute and/or litigation necessary to
enforce or interpret this Agreement shall be entitled to seek and collect its costs and
reasonable attorney's fees from the other party.
F. Notwithstanding anything contained in this Agreement to the contrary, the
total cost of the Services as to which the Developer shall have any responsibility, including
the other costs described in Section 5 below, will not exceed $150,000.00 (the "Cost
Cap"). If the total costs exceed the Cost Cap, the City agrees to pay any and all amounts
in excess of the Cost Cap and Developer shall have no liability or responsibility
whatsoever for any such excess costs.
5. Other Costs. Developer acknowledges that the cost of the Services does
not include all application, permitting, inspection, or other fees which may be charged by
City in connection with the Project. To the extent the fees ordinarily charged by City for
projects similar. to .the Project relate to costs that are not reimbursed under this
Agreement, such fees shall be separately paid in accordance with the relevant City fee
schedule.
6. No Guarantee of Approval. Developer acknowledges that its payments and
deposits described herein do not mean that the City will approve the Project nor that City
staff will make a recommendation in favor of the Project. Even if the Project is not
approved, Developer shall remain liable, subject to the Cost Cap, for all costs for Services
actually provided in accordance with this Agreement concerning the Project; provided
further that City agrees its processing of the Project shall not be unreasonably withheld
or delayed.
7. Independence of Consultants.
A. During the Term (as defined below) of this Agreement, Developer will not
directly or indirectly enter or propose to enter into any financial or business relationship
with any of City's consultants that are working on the Project.
B. Developer hereby acknowledges and agrees as follows:
I. City has sole discretion to select which of its employees or
independent contractors are assigned to work on Developer's application;
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ii. City has sole discretion to determine which persons City will hire as
consultants to work on Developer's application.
iii. As between City and Developer, City has sole discretion to direct the
work and evaluate the performance of the consultants whom the City hires to work on
Developer's application. City retains the right to terminate or replace at any time any
consultant who is assigned to work on Developer's application.
iv. City has sole discretion to determine the amount of compensation
paid to consultants hired by City to work on Developer's application.
V. City, not Developer, shall pay consultants hired or assigned by City
to work on Developer's application from a City account under the exclusive control of City,
which is to be funded by Developer as set forth in this Agreement.
vi. Except for those disclosures required by law, including, without
limitation, the Public Records Act, all conversations, notes, memoranda, correspondence
and other forms of communication by and between the City and its consultants shall be,
to the extent permissible by law, privileged and confidential and not subject to disclosure
to the Developer.
vii. Developer shall have no claim to, nor shall Developer assert any right
in any reports, correspondence, plans, maps, drawings, news releases or any and all
other documents or work product produced by the consultants.
C. City and Developer hereby acknowledge and agree that processing of
Developer's application is not contingent on the hiring of any specific consultant.
D. City and Developer hereby acknowledge and agree that Developer's duty
to reimburse City is not contingent upon the approval or disapproval of the proposed
Project, or upon the result of any action of the City.
E. Neither Developer nor its officers, employees or agents, shall communicate
with any of the City's consultants, during the Term of this Agreement without prior
approval of the City, unless such communication is initiated by any of the City's
consultants, to obtain information about the Project which is needed to prepare any
necessary environmental document to confirm compliance with CEQA (the
"Environmental Document").
S. Term and Termination. Absent a formal withdrawal of the Project
application(s), Developer shall not be entitled to terminate this Agreement. If Developer
does formally withdraw the Project application(s), Developer shall remain liable for all
costs for the Services incurred through the date of termination. The Term of this
Agreement shall commence upon the execution and delivery of this Agreement by all
parties hereto and shall terminate on the earliest to occur of: (a) the City taking final action
on the Annexation; or (b) Developer formally withdrawing its Project applications. The
provisions of Sections 6 through 25 (inclusive) shall survive termination of this Agreement
except that, in the event of termination of this Agreement due to the Developer formally
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withdrawing its Project applications, the City agrees to reasonably work along with
Developer in good faith to dismiss or settle any "Indemnified Claim," as defined in Section
10 below. Once an "Indemnified Claim" is dismissed or settled, Developer shall not be
liable for any costs or expenses incurred related to said 'Indemnified Claim" after the date
of such dismissal or settlement.
9. Default.
A. Should Developer fail to perform any of its obligations under this
Agreement, then City may, at its option, pursue any or all of the remedies available to it
under this Agreement, at law or in equity.
B. Without limiting any other remedy which may be available to it, if Developer
fails to perform any of its obligations under this Agreement, City may cease performing
its obligations under this Agreement.
C. If any amounts remain owing to City for Services actually performed prior to
termination of this Agreement, City may bring an action to recover all costs and expenses
incurred by the City in completing such Services, together with interest thereon from the
date incurred at the rate of ten percent (10%) per annum, or at the maximum legal rate,
whichever is greater.
D. City will not take the Project forward for consideration of discretionary
actions unless and until all fees are paid, If any amounts remain owing to City pursuant
to this Agreement for Services actually performed prior to termination of this Agreement,
City may withhold consideration of discretionary actions; permits and/or certificates of
occupancy until all such amounts are paid.
E. Should City fail to perform any of its obligations under this Agreement, then
Developer may, at its option, pursue any or all of the remedies available to it under this
Agreement, at law or in equity.
F. Without limiting any other remedy which may be available to it, if City fails
to perform any of its obligations under this Agreement, Developer may cease performing
its obligations under this Agreement.
10. Indemnification. Developer further agrees that to the fullest extent permitted
by law, the Developer shall defend, indemnify, protect, and hold harmless, the City of
Santa Ana and its constituent public agency members, officers, employees, volunteers,
attorneys and agents (in the aggregate, the "City Indemnitees") from any and all liability,
demand, claim, action, or proceeding, whether actual, alleged, or threatened, including
by way of example but not exclusion, proceedings of an administrative or regulatory
nature and proceedings that may be associated with alternative dispute resolution (an
"Indemnified Claim") brought by third parties against any City Indemnities (including any
advisory agency of the City), to attack, set aside, void, annul, or challenge the validity of
any approvals granted for the Project, the Environmental Document concerning the
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Project, or seeking damages which may arise from any approvals granted for the Project,
the Environmental Document concerning the Project, or this Agreement, other than
liabilities, demands, claims, actions or proceedings caused by the negligence or willful
misconduct of the City or any City Indemnitee.
In any defense of any City Indemnitees, City shall have the absolute right to unilaterally
select the legal counsel for such City Indemnitees (with the intention of using one law firm
to defend all City Indemnitees unless conflicts of interest preclude such joint
representation), and any experts or consultants deemed necessary by City in an exercise
of City's sole discretion. Developer shall reimburse City for one hundred percent (100%)
of the City's actual fees and costs in connection with the Litigation ("Fees and Costs").
Such Fees and Costs shall include, but not be limited to, all reasonable court costs and
attorneys' fees, including other City staff time, consultants or experts, spent in regard to
defense of an Indemnified Claim.
City shall promptly render notice to the Developer of the existence of the
Indemnified Claim (a "Notice") and Developer shall defend the City Indemnitees at
Developer's expense. City shall cooperate fully with Developer in the defense of any
Indemnified Claim. In any Notice, City shall estimate the cost of its defense, which shall
include, but not be limited to, actual attorney fees, court costs, expert witnesses and
consultant fees, and all other costs that may arise out of, or be incurred by City in the
defense of an Indemnified Claim. Upon such Notice, Developer shall promptly deposit
funds equal to the first three (3) months of the Estimated Cost with the City and shall
make additional deposits as and when required to fund the further costs of defending the
City Indemnitees for such Indemnified Claim. Failure of Developer to deposit such funds
shall be deemed a material breach of this Agreement. City shall refund, without interest,
any unused portion of the deposits once litigation is finally concluded or a dispute is
resolved regarding an Indemnified Claim. Any fees or costs incurred by the Developer
pursuant to this indemnification section shall not count toward the "Cost Cap" or be
subject to any maximum or cap whatsoever.
11. Compliance with Law. Developer will, at its sole cost and expense, comply
with all of the requirements of all federal, state, and local laws now in force, or which may
hereafter be in force, pertaining to this Agreement.
12. Waiver of Breach. Any express or implied waiver of a breach of any term
of this Agreement will not constitute a waiver of any further breach of the same or any
other term of this Agreement.
13. Notices. Except as otherwise expressly provided by law, all notices or other
communications required or permitted by this Agreement or by law to be served on or
given to either party to this Agreement by the other party shall be in writing and will be
deemed received on: (i) the day of delivery if delivered by hand, e-mail (with confirmation
of receiving party) and fax (both email and fax required for notices delivered by email or
fax), or overnight courier service, during regular business hours; or (ii) on the third
business day following deposit, with postage prepaid, in the United States Postal Service
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and addressed to the contracting parties. Name, address, telephone numbers, and e-mail
addresses of the Parties are as follows:
City: Steven Mendoza
Executive Director of Community Development, City of Santa Ana
20 Civic Center Plaza (M-25)
Santa Ana, CA 92701
Telephone: (714) 647-5360
Fax: (714) 647-6549
E-mail: SMend oza &santa-ana.oro
A copy to: Sonia Carvalho
City Attorney, City of Santa Ana
20 Civic Center Plaza (M-29)
Santa Ana, CA 92701
Telephone: (714) 647-5203
Fax: (714) 647-6549
E-mail: SCarvalho(c santa-ana.org
Developer: Chick-fil-A, Inc.
5200 Buffington Road
Atlanta, GA 30349
Telephone: (404) 765-8000
Fax: (404) 305-4780
Attn: Real Estate Legal Dept. -FSU Division
A copy to:
In -N -Out Burgers
13502 Hamburger Lane
Baldwin Park, CA 91706
Attention: Real Estate Department and Andy Dawson
Telephone: (626) 813-8263
Fax: (626) 338-9173
For Overnight Deliveries Only:
13752 Francisquito Avenue
Baldwin Park, CA 91706
Attn: Real Estate Department and Andy Dawson
A copy to:
Mr. John C. Hall
1367 Circle Way
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Laguna Beach, CA 92651
Ihall(ilrickenbacker.com AND
Ms. Cindalee Penney Hall
3895 Main Street,
Santa Ana, CA 92707
chat I @ ri cke n backer. com
Either party may change its address for the purpose of this Section by giving written notice
of the change to the other party.
14. Interpretation. This Agreement is deemed to have been prepared by all of
the parties hereto, and any uncertainty or ambiguity herein shall not be interpreted against
the drafter, but rather, if such ambiguity or uncertainty exists, shall be interpreted
according to the applicable rules of interpretation of contracts under the law of the State
of California.
15. Business Dav. For purposes of this Agreement, "Business Day" means any
day other than a Saturday, Sunday, a federal holiday, or a day on which City Hall for the
City of Santa Ana is closed for the conduct of regular business.
16. Successors. This Agreement shall be binding on and inure to the benefit of
the successors and assigns of the respective parties hereto. However, this Agreement
shall not be assigned by Developer in whole or in part without the prior written consent of
City.
17. Governing Law. This Agreement has been made in and will be construed
in accordance with the laws of the State of California, and exclusive venue for any action
involving or arising out of this Agreement will be in Orange County.
18. Attorneys' Fees. If a Party hereto files any action or brings any action or
proceeding against another Party arising out of this Agreement, then the prevailing Party
shall be entitled to recover as an element of its costs of suit, and not as damages, its
reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a
separate action or proceeding brought to recover such attorneys' fees. For the purposes
hereof the words "reasonable attorneys' fees" mean and include, in the case of the City,
salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly
basis) who may provide legal services in connection with the representation of the City in
any such matter.
19. Severability. Should any provision of this Agreement be held by a court of
competent jurisdiction to be either invalid or unenforceable, the remaining provisions of
this Agreement will remain in effect, unimpaired by the holding.
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20. Intearation. This instrument constitutes the sole agreement between City
and Developer respecting the above matters, and correctly sets forth the obligations of
City and Developer. Any Agreements or representations by City to Developer not
expressly set forth in this instrument are void.
21. Construction. The language of each part of this Agreement will be
construed simply and according to its fair meaning, and this Agreement will never be
construed either for or against either party, whether or not that party drafted all or a portion
hereof.
22. No Prior Agreements and No Oral Modifications. This Agreement
represents the entire understanding of City and Developer with respect to the subject
matter hereof and supersedes all other prior or contemporaneous written or oral
agreements pertaining to the subject matter of this Agreement. This Agreement may be
modified, only in writing signed by the authorized representatives of City and Developer.
23. No Partnership or Joint Entity. This Agreement is not intended to and does
not create a partnership or any other form of single or joint entity or any sort comprised
of the Parties and/or their attorneys.
24. Authority/Modification. Each party represents and warrants that all
necessary action has been taken by such party to authorize the undersigned to execute
this Agreement on behalf of such party and to engage in the actions of such party described
herein. This Agreement may be modified solely by written amendment signed by both City
and Developer. City's City Manager, or designee, may execute any such amendment on
behalf of City.
25. Counterparts. This Agreement may be executed in any number of
counterparts, each of which will be an original, but all of which together will constitute one
instrument executed on the same date.
(SIGNATURES APPEAR ON NEXT PAGE)
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first hereinabove written.
ATTEST:
NORMA MITRE
Acting Clerk of the Council
APPROVED AS TO FORM:
SONIA P, CARVALHO
City
RECOMMENDED FOR APPROVAL:
STEVEN A. MENDOZA
Executive Director
Community Development Agency
CITY OF SANTA ANA
STEVEN MENDOZA
Acting City Manager
CHICK-FIL-A, INC.,
A GEORGIA CORPORATION
Name: afhP.h hL �'JW
Title:
Tax ID#:sy,-oq Sgt
Dated: ;k/l/11
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