Loading...
HomeMy WebLinkAboutBRISTOL RETAIL XV, LLC. 61. RECORDING REQUESTED BY AND WHEN RECORDED MAIL Recorded in Official Records, Orange County TO: Hugh Nguyen, CE rk-Recorder CPlan—Planning and Building Agency, M-20 I�II$ity of Santa Ana 1II1 illi���111111111111111111111111!;11111111 01 NO FEE 20 Civic Center Plaza 2023000210771 2:48 pm508129/23 PO Box 1988 8 RW';IA AI2 18 Santa Ana, CA 92702 0.00 0.00 0.00 0.00 51.00 0.00 0.000.000.00 0.00 (Space above Line for Use byRecorder) d: Pi3Yt (-l\ Return FULLLY EXECUTED N-2023 204 �� \� Copy to COTC, M 30 This document is exempt from the O(A 19U) payment of a recording fee pursuant to Government Code Section 27383 CITY OF SANTA ANA cv PROPERTY MAINTENANCE AGREEMENT FOR CONDITIONAL USE PERMIT NO. Lc.> 2003-15-MOD-1 FOR THE PROPERTY LOCATED AT 3601 SOUTH BRISTOL STREET CD This PROPERTY MAINTENANCE AGREEMENT (the "Agreement"), is effective upon the date of recordation of the Agreement (the "Effective Date"), and is entered into by and between the City of Santa Ana, a municipal corporation (the "City") and Bristol Retail XV, LLC, a Delaware limited liability company, and/or any assigned responsible party, including, but not limited to tenants, lessor(s), lessee(s), ground-lease holders, etc. (the "Owner"). The capitalized term "Parties"shall be a collective reference to both City and Owner.The capitalized term"Party" shall refer to either City or Owner interchangeably as appropriate. RECITALS WHEREAS, Owner is the ground lessee of the real property located at 3601 S. Bristol Street in Santa Ana,CA(APNS 410-301-1 0 and 410-301-11),which is more particularly described in the legal description attached hereto as Attachment "A" and incorporated herein (the "Property") pursuant to the that certain Consolidation of Ground Leases and Amendment of Consolidated Ground Lease dated as of October 19, 2001 between Harry Gisler, as Trustee of the Mari Gisler Residuary Trust, as to an undivided 52.5952% interest, and Greenville Ranch Partnership, a California general partnership, as to an undivided 47.4048% interest, as lessor (collectively, the "Master Lessor"), and Owner, as lessee, (the "Master Lease"). The term of the Master Lease expires on October 31, 2070 ("Master Lease Expiration Date"); WHEREAS, Owner and Chick-fil-A, Inc., a Georgia corporation("Applicant"), are parties to that certain Amended and Restated Ground Lease dated May 23, 2023 (the "CFA Lease"). Pursuant to the CFA Lease, Applicant subleases the Property from the Owner; WHEREAS, Owner and Applicant seek to develop the Property; WHEREAS, on October 13, 2022, Owner and Applicant submitted an application to the City (the "Development Project Application"), with written consent of the Owner, to allow 1 087057\16824605v7 approval of a Conditional Use Permit(CUP) modification to facilitate'the construction of a second drive-through lane for an existing Chick-fil-A eating establishment on the Property ("Project"); WHEREAS, this Agreement pertains to the Project described in the second recital, above; WHEREAS, the Parties seek to enter into this Agreement to ensure the proper compliance with project approval conditions, operational restrictions, maintenance, and upkeep of the Property, improvements, and permitted uses. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS CONTAINED HEREIN, THE CITY AND OWNER AGREE AS FOLLOWS: SECTION 1. RECITALS. The Recitals above are true and correct and incorporated into the body of this Agreement by this reference. SECTION 2. COMPLIANCE WITH APPROVED DEVELOPMENT PLANS AND CITY CONDITIONS. This Agreement fulfills the requirement set forth in Section 4, Condition No. 8 of Planning Commission Resolution No(s). 2022-33. Owner accepts and shall fulfill all conditions of approval set forth in Planning Commission Resolution No(s). 2022-33. The Project shall substantially conform with the Development Project Application and the plans contained therein, which are on file with the City Planning and Building Agency. SECTION 3. PROPERTY MAINTENANCE ENFORCEMENT BY THE CITY OF SANTA ANA. A. Ongoing Operational/Maintenance Conditions. The term "Leasehold Interest" means Owner's leasehold interest pursuant to the Master Lease. Owner, on behalf of itself,its successors and assigns and any owner of the Leasehold Interest, hereby agrees to maintain and repair the following elements of the Property and the Project: 1. The Property shall be maintained in conformance with the standards generally applicable to comparable retail/commercial businesses located within the City. The Project shall comply with operational conditions of the Santa Ana Municipal Code (SAMC) applicable during any period(s) of construction or major repair(e.g.,proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.). 2. The Project shall comply with ongoing operational conditions, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, and/or restrictions on certain uses, including uses determined by the Planning Commission in its Resolution No(s). 2022-33 to be incompatible or inconsistent with any authorized uses; compliance with applicable State and/or federal statutes and regulations, including but not limited to compliance with statutes and regulations regarding the appropriate operating guidelines for certain equipment(e.g., emissions standards, radio frequency emissions standards etc.). 3. All onsite activities shall comply with the City of Santa Ana Noise Ordinance at all times. 4. The Property shall be in ongoing compliance with the approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable. 2 087057\16824605v7 5. Ongoing maintenance, repair and upkeep of the Property and all improvements located thereupon shall be provided by the Owner (including but not limited to controls on the proliferation of trash and debris about the Property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, pedestrian pathways/open space areas, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements, repair and maintenance of the sewer lateral that traverses the two parcels (APNs 410-301-11 and 410-301-10) that comprise the Project, and the like, as applicable). 6. Intentionally omitted. 7. Owner and Applicant shall not assign its interest in the property or any interest in any lease, sublease, license or sublicense, as applicable, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth this Agreement. 8. The surface of the driveways,fire lanes,vehicle parking areas, and public right-of-way areas adjacent to the Property as depicted on the Property Site Plan shall be maintained in a good and serviceable condition by the Owner,and shall be kept free of weeds,trash, or other debris. 9. The removal of solid waste, trash, or other debris from the Property shall be undertaken by a duly franchised solid waste hauler authorized to provide such services to commercial properties in the City. 10. The outdoor trash storage enclosure shall screen all trash containers from view. 11. Landscaping for the areas shown on the Property Site Plan shall be continuously maintained by the Owner as per approved landscape plans in a good condition. 12. Lighting shall be provided in all parking areas, vehicular access ways,and along major walkways, in accordance with the SAMC and approved by the Planning and Building Divisions. 13. Exterior surfaces of the building("Building")and all other structures,fixtures,or other improvements located on the Property, shall be kept free and clear of graffiti. Graffiti shall be promptly removed following the time of its application. Graffiti shall be removed by either painting over the evidence of such graffiti with a paint that has been color matched to the surface to which it is applied or graffiti may be removed with solvents or detergents, as applicable. A failure by Owner to remove graffiti within seven (7) days following its application on any structure, fixture or other improvement located on the Property shall be deemed to be a Maintenance Deficiency as defined below in Section 3(D). 14. The vehicle parking areas shown on the Property Site Plan shall be maintained in a good condition to facilitate the efficient loading and unloading of delivery truck areas (limited to areas immediately adjacent to the Building) and parking within the American with Disabilities Act complaint vehicle parking spaces for the Building as shown on the Property Site Plan. 15. Any abandoned vehicle on the Property shall be promptly removed. 3 087057\16824605v7 16. All onsite parking spaces shall be accessible and free of obstructions and can only be used for parking of operable vehicles at all times. 17. Applicant's vehicles utilized for ingoing and outgoing deliveries to the Building shall not exceed the weight limits set forth by the Department of Transportation Federal Highway Administration applicable to Class 1 through Class 7 type- vehicles, so long as no such vehicle exceeds forty (40)feet in length. 18. Intentionally omitted. 19. Intentionally omitted. B. Owner Confers to City Right to Conduct Maintenance and Repairs. Owner on behalf of itself, its successors and assigns hereby confers upon the City the right but not the obligation to cure a Maintenance Deficiency in accordance with Section 3(G) of this Agreement, subject to the conditions of Section 3(C). Such powers under Section 3(B) of this Agreement are conferred by Owner on the City for the benefit of the City to provide for the health, safety and welfare of all persons who use the Project or any portion thereof and other persons who reside in the vicinity of the Project and the entire City. No interest in the Owner's Leasehold Interest or any interest in any lease, sublease, license or sublicense of the Leasehold Interest shall be conveyed unless the prospective recipient of such interest agrees in writing to assume all duties, obligations, and responsibilities set forth in this Agreement. C. City Right to Enforce. The right and power of the City to enforce the maintenance, repair and replacement obligations of Owner shall not be deemed to arise by virtue of this Section 3 alone. Any provision of this Agreement to the contrary notwithstanding, the City may, by public nuisance abatement proceeding, and/or by the initiation of an action at law or in equity, notwithstanding this Section 3, enforce the law as relates to the abatement or elimination of a public nuisance at the Property or enforce any provision or conditions of approval of a building or development permit issued for the Property by the City. It shall be presumed that the City is proceeding under the general municipal policy powers reserved to the City under this Section 3(C) if the City issues a written notice of"Maintenance Deficiency" as this term is defined in Section 3(D) of this Agreement. D. Notice of Maintenance Deficiencies. Upon any failure by Owner to perform any of the maintenance and repair obligations referenced in Section 3(A) (such failure hereinafter referred to as a "Maintenance Deficiency"), the City shall issue written notice of such Maintenance Deficiency to Owner, as provided in Section 13 of this Agreement. E. Maintenance Deficiencies. Owner shall comply with any issuance of a Notice of Maintenance Deficiency within thirty (30) days following Owner's receipt of the Notice of Maintenance Deficiency; provided, however, Owner shall comply with any issuance of a Notice of Maintenance Deficiency with respect to the removal of graffiti within seven (7) days following Owner's receipt of the Notice of Maintenance Deficiency. Within the foregoing timeframe,Owner may submit a written request to the City seeking additional time to cure the Maintenance Deficiency. Each such written request for additional time shall describe and specify in detail (i) which tasks require additional time to complete the cure of the Maintenance Deficiency and the reason why such additional time is needed under the circumstances; (ii) what steps Owner have already taken to commence the cure of the Maintenance Deficiency. The City, in its reasonable discretion, may grant, conditionally grant or deny any written request for additional time as determined by the Code Enforcement Manager. The City shall be under no obligation to consider 4 087057ue824605v7 untimely submitted time extension requests or requests which fail to provide any of the information required above. F. Removal of Graffiti. Owner,on behalf of itself,its successor and assigns hereby further covenants and agrees in favor of the City to keep the exterior surfaces of all structures, fixtures or other improvements located on the Property free and clear of graffiti. Graffiti shall be removed within seven (7) days following the time of its application. A failure by Owner to remove graffiti within seven (7) days following its application on any structure, fixture or other improvement located on the Property shall be deemed to be a Maintenance Deficiency. G. City May Cure Maintenance Deficiency. 1. In the event Owner fails to cure a Maintenance Deficiency within the time allowed, the City may initiate a public hearing pursuant to Section 41-651 of the Santa Ana Municipal Code. At such a public hearing the City shall consider such evidence and testimony of interested persons as may be relevant to the matter. If upon the conclusion of a public hearing, the City makes a written finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the maintenance and repair obligations referenced in Section 3(A) of this Agreement, the City shall have the right to record the notice described in Section 3(I) of this Agreement and thereafter the City may enter upon or otherwise access the Property for the purpose of curing the Maintenance Deficiency upon five(5)business days' notice to Owner. H. City's Lien Authority. If Owner fails to pay any sums paid to third parties by the City in enforcing, maintaining, repairing or replacing,curing any element of the Property of the Project as authorized in Section 3 for which a Maintenance Deficiency has been declared by the City to exist under Section 3(G) within thirty (30) days following Owner's receipt of the City's written demand (which shall include copies of contractors' invoices which evidence the sums expending by the City), such sums shall become a lien on the Leasehold Interest(but not Master Lessor's fee interest in the Property). The powers conferred upon City pursuant to this Section 3(H) are in addition to all other remedies which the City may have to enforce this Agreement,or any building or development project permit under other law including public nuisance abatement proceedings or any other action at law or equity. I. Enforcement of Liens by the City. 1. The rights conferred upon the City by Owner under Section 3 of this Agreement expressly include the power to establish and enforce a lien or other encumbrances against the Leasehold Interest or any portion thereof, subject to all then existing other liens and encumbrances on the Property, in an amount reasonably necessary to reimburse the City for its reasonable costs of the necessary and reasonable costs incurred by the City under Section 3(G) to cure a Maintenance Deficiency, including reasonable attorney's fees and costs of the prevailing party associated with the correction of the Maintenance Deficiency in connection with such action. If the amount of any such lien as relates to a Maintenance Deficiency is not paid within thirty (30) calendar days after written notice by the City to Owner, demanding such payment, the City shall have the right to enforce its lien in accordance with the statutory authority referenced under this Section 3(I)(1). The prevailing party in a collection or other lien enforcement action authorized by this 5 087057\16824605v7 Section 3(I) shall also have the right to collect its reasonable attorney's fees, costs and expenses associated with any action or proceeding to enforce or defend its rights hereunder. 2. In the event that the City makes a written finding that a Maintenance Deficiency exists on the Project as provided in Section 3(G), then in addition its lien powers under Section 3(I)(1), the City may record a notice of correction of Maintenance Deficiency be recorded against the Leasehold Interest. Such a notice of Maintenance Deficiency shall refer to Section 3(G)of the Agreement,be signed by the Executive Director of the Planning and Building Agency and shall have a duration following the date of its recordation until such date the Maintenance Deficiency is corrected. City shall record a termination of a notice of correction of Maintenance Deficiency within ten (10) days following the date the Maintenance Deficiency is correct. J. No approval by Owner shall be necessary for the City to establish and foreclose a lien against the Leasehold Interest for non-payment of amounts expended by the City to cure a Maintenance Deficiency under Section 3 of this Agreement. No failure by the City to enforce any default pertaining to the maintenance, repair or replacement of any element of the Property or the Project under Section 3 shall be deemed to be a waiver of the right or power of the City to enforce any subsequent default thereof by Owner. K. Priority of City Ordinances and Other Laws. Notwithstanding any provision in this Agreement to the contrary, the approval and acceptance of this Agreement by the City shall not be deemed a waiver or release of any applicable provision of any building permit or other development project permit issued by the City for the improvement of the Project on the Property, or of any other applicable ordinance or law or the general police power of the City. In the event of any conflict or inconsistency between any provision hereof and any ordinance, law, or the general police power of the City, the latter shall prevail. SECTION 4. TERMINATION of AGREEMENT. This Agreement shall terminate and be of no further force or effect upon the mutual written termination of this Agreement by Owner and City. SECTION 5. LEGAL ADVICE. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or having knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and they have freely signed this Agreement without any reliance upon any agreement, promise, statement, or representation by or on behalf of the other Party, or in their respective agents, employees or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 6 087057\16824605v7 SECTION 6. REPRESENTATION AND WARRANTIES OF OWNER. Owner represents and warrants for the benefit and reliance for the City as follows: A. Owner validly exists under the laws of the State of Delaware and is authorized to conduct business in California and is authorized to carry on its business being conducted as contemplated in this Agreement; B. Owner has the power and authority to enter into this Agreement; C. This Agreement shall be a legal, valid and binding obligation of Owner, enforceable against Owner and its successors and assigns in interest in the Leasehold Interest, and each portion thereof, in accordance with its terms, subject to bankruptcy and other equitable principles. SECTION 7. COVENANT OF OWNER. Owner declares that Owner's Leasehold Interest in and to the Property shall be held, conveyed, leased, used, and improved subject to the provisions of this Agreement and this Agreement is expressly declared to be for the benefit of the Owner's Leasehold Interest in and to Property and the abutting public rights-of-way.The Property maintenance covenants of Owner in favor of the City which arises under this Agreement shall run with and burden the Leasehold Interest and shall be binding upon all persons having or acquiring any right or title in the Leasehold Interest,including any subleasehold interest, or any part thereof, and the successors and assigns of each of them, including Applicant. SECTION 8. TIME OF THE ESSENCE; TERM OF AGREEMENT. Time is expressly made of the essence with respect to the performance by City and Owner of each and every obligation and condition of this Agreement. SECTION 9. ATTORNEY'S FEES. In addition to any other remedies provided herein or available under applicable laws, if either Party to this Agreement commences an action against the other Party arising out of, or in connection with this Agreement, the prevailing Party shall be entitled to recover from the losing Party its costs of suit,including,but not limited to,its reasonable attorney's fees, expert witness fees, and costs of investigation. SECTION 10. INTEGRATION. This Agreement contains the entire understanding between the Parties relating to the transaction contemplated by this Agreement, except as otherwise provided. All prior contemporaneous agreements, understandings, representations and statements, oral or written, are merged in this Agreement and shall be of no further force or effect. Each Party is entering into this Agreement based solely upon the representations set forth herein and upon each Party's own independent investigation of any and all facts such Party deems material. This Agreement constituted the entire understanding and agreement of the Parties, notwithstanding any previous negotiations or agreements between the Parties or their predecessors in interest with respect to all or any part of the subject matter hereof. SECTION 11. SEVERABILITY. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. SECTION 12. AMENDMENT. No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject 7 087057\16824605v7 to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid. SECTION 13. NOTICES. All notices permitted or required under this Agreement shall be given to the respective Parties at the following addresses, or at such other address as the respective Parties may provide in writing for this purpose: OWNER: CITY: Bristol Retail XV, LLC City of Santa Ana c/o JH Real Estate Partners, Inc. Planning and Building Agency, M-20 520 Newport Center Drive, Suite 780 PO Box 1988 Newport Beach, CA 92660 Santa Ana, CA 92702 Attn: Stathi G. Marcopulos (714) 647-5804 Planning@santa-ana.org With copy to: APPLICANT: Athena Property Management Chick-fil-A, Inc. Re: Bristol Center 5200 Buffington Road 730 El Camino Way, Suite 200 Atlanta, Georgia 30349 Tustin, CA 92780 (404)765-8000 Attn: Michael Garner cfalegalnotice@chick-fil-a.com Attn: Legal Department—Real Estate With copy to: Seyfarth Shaw LLP 233 South Wacker Drive, Suite 8000 Chicago, Illinois 60606-6448 (312)460-5124 kwoolf@seyfarth.com Attn: Kevin A. Woolf, Esq. With a copy at the same address to: cevanoff@seyfarth.com SECTION 14. COUNTERPARTS. This Agreement shall be executed in three(3) original counterparts each of which shall be of equal force and effect. One fully executed original counterpart shall be delivered to Owner and the remaining two original counterparts shall be retained by the City. SECTION 15. TERMINATION. This Agreement shall terminate upon the earlier to occur of the expiration or earlier termination of the Master Lease. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 8 087057116824605v7 N-2023-204 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them. CITY OWNER City of Santa Ana, a municipal Bristol Retail XV, LLC, a Delaware limited corporation liability company By: �� Q By: Kristine Ridg City Manager Name: Title: B of th 'isuncil APPLICANT-Execution required by Planning Commission Resolution No(s). 2022- 33 CHICK Fit A, INC., a Georgia corporation By: Name: ('4"/3 `,4e-4'6." Title: I,2� l�° Ice [NOTARIZED SIGNATURES REQUIRED] 9 087057116824605v7 CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of 0A ge. , • On 0 t6/ / J �d-3 before me, (L( S Weak J ,v� P(�(�11 C'j , !!( 1 Date Here Insert Name and Title oft e Officer personally appeared Kn sji y -e_ Name(s)o igner(s) who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing �r�O rHf Notary otary PNICOLEublic•Cali SAFRfoANrnia paragraphis true and correct. Orange County b_ Commission k 2427750 WITNESS my hand and official seal. 4,.•* My Comm.Expires Nov 22,2026 Signature M-66-• (-N Place Notary Seal and/or Stamp Above Signature o ry Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): ❑ Corporate Officer— Title(s): ❑ Partner— ❑ Limited 0 General ❑ Partner— ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact ❑ Trustee 0 Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2019 National Notary Association CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California County of V ra P J} On JU I 1 c1 f 2O23 before me, I--C)aVln.Gt C. c NO m Po Date //��� Here Insert Name and Title of tht Officer personally appeared CAI. S F7Y'1 �v 1�m�W� Name(s)of Signer(s)____ who proved to me on the basis of satisfactory evidence to be the persohose name y is/-re subscribed to the within instrument and acknowledged to me tha cb /she/they executed the same i �:..' 'er/their authorized capacity,(ie'fand that by0her/their signaturn the instrument the persoor the entity upon behalf of which the perso cted, executed the instrument. I certify under PENALTY OF PERJURY under the 5� TSF LEANNA c.su laws of the State of California that the foregoing Notary Public-California c7 { Orange County € paragraph is true and correct. 4 �` Commission#2309978 My Comm.Expires Oct 21,2023 WITNESS my hand and official seal. Signatu Place Notary Seal and/or Stamp Above Signature of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Corporate Officer— Title(s): 0 Corporate Officer — Title(s): ❑ Partner— 0 Limited ❑ General 0 Partner— 0 Limited 0 General ❑ Individual 0 Attorney in Fact 0 Individual 0 Attorney in Fact ❑ Trustee 0 Guardian or Conservator 0 Trustee 0 Guardian or Conservator ❑ Other: 0 Other: Signer is Representing: Signer is Representing: ©2018 National Notary Association IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as evidenced by the signatures of the authorized officers of each of them. CITY OWNER City of Santa Ana,a municipal Bristol Retail XV, LLC, a Delaware limited corporation liability company By: By: Kristine Ridge City Manager Name: S,-rl.f( A6(4-4/J16-i Title: G 6 0 �G0t (-/`( (ur r/r( By: Jennifer Hall Clerk of the Council APPLICANT -Execution required by Planning Commission Resolution No(s). 2022- 33 CHICK FIL A, INC., a Georgia corporation By: Name: Title: [NOTARIZED SIGNATURES REQUIRED] 9 087057\16824605v7 Notary Acknowledgement[Owner] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF C? 4 V 6 E ) ss: On l-Y 2-0 , 2023, before me, Deitaia Notary Public (insert name and title of the officer), personally appeared SAC f�2 a ✓ ctir cw S , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: [Seal] ,, ,,, OEBBIE LE Notary Public California ' -c Orange County ] `i7 F Commission#2363913 7 Y ' My Comm.Expires Jul 3,2025 10 087057\16824605v7 Notary Acknowledgement [Owner] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss: COUNTY OF On , 2023, before me, Notary Public (insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: [Seal] 10 087057\16824605v7 Notary Acknowledgement [Applicant] STATE OF § COUNTY OF § The foregoing instrument was acknowledged before me this day of , 2023, by , as of CHICK-FIL-A, INC., a Georgia corporation,known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this day of , 2023. Notary Public,State of Printed Name of Notary Public My commission expires: (Official Seal) 11 087057\16824605v7 Notary Acknowledgement [City] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss: COUNTY OF On , 2023, before me, Notary Public (insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: [Seal] 12 087057\16824605d7 Notary Acknowledgement [City] A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ss: COUNTY OF On , 2023, before me, Notary Public (insert name and title of the officer), personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: [Seal] 087057\16824605v7 13 Attachment "A" Legal Description of the Property All that certain real property situated in the County of Orange, State of California, described as follows: PARCEL 1: That portion of Section 36, Township 5 South, Range 10 West, in the land allotted to James McFadden in decree of partition of the Rancho Santiago De Santa Ana, recorded in Book "B" of Judgments of the 17th Judicial District Court of California, in the City of Santa Ana, County of Orange, State of California, described as follows: Beginning at the intersection of the centerline of Bristol Street with the centerline of MacArthur Boulevard; thence along said centerline of Mac Arthur Boulevard North 89° 57' 31" East 333.44 feet to the Westerly line of land shown as Parcel No. 4 on a map filed in Book 23, page 39 of Parcel Maps, in the office of the County Recorder; thence along the Westerly line of said Parcel No. 4 South 0° 20' 42" East 55.29 feet to the South line of said MacArthur Boulevard and the true point of beginning; thence continuing South 0° 20'42" East 163.71 feet; thence South 89° 57' 31" West 113.43 feet; to a line parallel with and Easterly 220.00 feet from said centerline of Bristol Street; thence along said parallel line North 0° 20' 50" West 160.00 feet to said South line of MacArthur Boulevard; thence along said South line North 89° 57' 31" East 39.18 feet to an angle point therein; thence North 87° 05' 46" East 74.32 feet to the true point of beginning. PARCEL 2: That portion of Section 36, Township 5 South, Range 10 West, in the land allotted to James McFadden in decree of partition of the Rancho Santiago De Santa Ana, recorded in Book "B" of Judgments of the 17th Judicial District Court of California, in the City of Santa Ana, County of Orange, State of California, described as follows: Beginning at the intersection of the centerline of Bristol Street with the centerline of MacArthur Boulevard; thence along said centerline of Mac Arthur Boulevard North 89° 57' 31" East 333.44 feet to the Westerly line of the land shown as Parcel No. 4 on a map filed in Book 23,page 39 of Parcel Maps, in the office of said County Recorder; thence along the Westerly line of said Parcel No. 4 South 0° 20' 42" East 219.00 feet; thence South 89° 57' 31" West 113.43 feet to a point on a line parallel with and Easterly 220.00 feet from said centerline of Bristol Street and being the true point of beginning; thence continuing South 89° 57' 31" West 160.00 feet to the Easterly line of said Bristol Street; thence along said Easterly line North 0° 20' 50" West 134.87 feet to the beginning of a tangent curve concave Southeasterly and having a radius of 25.00 feet; thence Northeasterly 39.40 feet along said curve through central angle of 90° 18'21" to a point of tangency with the South line of MacArthur Boulevard; thence along said South line North 89° 57' 3 I" East 134.87 feet to said line parallel with the centerline of Bristol Street; thence along said parallel line South 0° 20' 50" East 160.00 feet to the true point of beginning. APNS: 410-301-10 and 410-301-11 087057\16824605v7