HomeMy WebLinkAboutM.H. LAND, LLCI
NU5 0 61014
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL
TO:
City of Santa Ana
—Planning and Building Agency, M-20
20 Civic Center Plaza
PO Box 1988
Santa Ana, CA 92702
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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2024000203166 4:16 pm 08/07124
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Return FULLY EXECUTED
Copy to City Clerk, M-30
CITY OF SANTA ANA
(Space above Line for Use by Recorder)
This document is exempt from the
payment of a recording fee pursuant to
Government Code Section 27383
N-2024-252
PROPERTY MAINTENANCE AGREEMENT FOR CONDITIONAL USE PERMIT NO.
2023-15 FOR THE PROPERTY LOCATED AT 3420 SOUTH BRISTOL STREET,
SANTA ANA, CALIFORNIA 92704
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 M.H. LAND, LLC, a
Delaware limited liability company as successor -in -interest to Margaret Hills Land and
Exploration Co., a partnership, Tenant under that certain Ground Lease dated April 1, 1976, as set
forth in that certain Memorandum of Lease recorded in the Official Records of the County of
Orange at Book No. 11948 Pages 1003-1005, (a copy of which is attached as Exhibit "1 "), and/or
any assigned responsible party, including, but not limited to tenants, lessor(s), lessee(s), successor
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 seeks to develop the real property located at 3420 South Bristol Street
in Santa Ana, CA (APN:412-141-11), which is more particularly described in the legal description
attached hereto as Attachment "A" and incorporated herein (the "Property");
WHEREAS, on June 8, 2023, PALOMA NEGRA FUSION BAR, INC. ("Applicant")
submitted an application to the City (the "Development Project Application" ), with written consent
of the Owner, the sale of beer, wine, and distilled sprits for on -premises consumption, through a
Type 47 license from the Department of Alcoholic Beverage Control (ABC) and to allow
construction of a remodeled restaurant and full -service bar on the Property ("Development's;
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 OWNEER 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 Condition No. 11 of
Planning Commission Resolution No(s). 2024-03.Owner accepts and shall fulfill all conditions of
approval set forth in Planning Commission Resolution No(s). 2024-03. 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 Owner, on behalf of itself, its
successors and assigns and any owner of the Property, 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 Development
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 Development 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). 2024-03 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.
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
2
and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom
fixtures, landscaping and related landscape improvements and the like, as applicable).
6. If the applicant and the owner of the property are different (e.g., if the applicant is a tenant
or licensee of the property or any portion thereof), both the applicant and the owner of the
property shall be signatories to the maintenance agreement and both shall be jointly and
severally liable for compliance with its terms. If the applicant is a sub -lessee or sub -
licensee any portion of the property or any equipment located upon the property (e.g., as
would be the case with a wireless carrier seeking to co -locate equipment upon an existing
wireless telecommunication facility), the applicant, the primary lessee/licensee and the
underlying property owner shall all be signatories to the maintenance agreement and shall
all be jointly and severally liable for compliance with its terms.
7. The maintenance agreement shall further provide that any Responsible Party responsible
for complying with its terms shall not assign its ownership interest in the property or any
interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees
in writing to assume all of the duties and obligations and responsibilities set forth under
the maintenance agreement.
8. The surface of the driveways, fire lanes, vehicle parking areas, and public right-of-way
areas adj acent 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 and all other structures, fixtures, or other
improvements located on the Property, shall be kept free and clear of graffiti. Graffiti
shall be removed within twenty-four (24) hours 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 twenty-four (24) hours 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 7(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.
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. 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. The idling of vehicles, including delivery vehicles, is prohibited within the Property or
adjacent streets. For purposes of this Agreement, "idling" refers to the running of a
vehicle's (including those used for incoming and outgoing deliveries at the Building)
engine when such vehicle is not in motion for more than five (5) minutes, including when
such vehicle is parked outside the Building or otherwise stationary with the engine running.
19. All operations of any preapproved mechanical equipment shall be conducted within the
Building and that all openings to the Building shall be maintained in a closed position
during the usage of such mechanical equipment usage.
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
conduct maintenance and repairs on the Property as required in Section 3(A) 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 ownership interest in the Property or any interest
in any lease, sublease, license or sublicense of the Property 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 3I 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 the timeframe specified by the Code Enforcement Division to cure
the Maintenance Deficiency identified in such Notice. Within the timefame specified by the Code
Enforcement Division in the notice of a Maintenance Deficiency, Owner may submit a written
51
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 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 twenty-four (24) hours following the time of its application. A failure by Owner to remove
graffiti within twenty-four (24) hours following its application on any structure, fixture or other
improvement located on the Property shall be deemed to be a Maintenance Deficiency for which
no further notice under Section 3(D) needs to be given by the City.
G. City May Cure Maintenance Deficiency.
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 without further notice to Owner.
2. The foregoing notwithstanding, the City, without notice to Owner, shall have the
right to enter the Property and remove graffiti, solid waste, trash, or other debris
under the following two circumstances: (i) a failure by Owner to remove graffiti
within twenty-four (24) hours following its application on any structure, fixture or
other improvement located on the Property that is visible from an adjacent or
contiguous public right-of-way; or (ii) a failure by Owner to remove the
accumulation of solid waste, trash, or other debris that is visible for a duration of
twenty-four (24) hours from an adjacent or contiguous public right-of-way or from
a designated fire lane on the Property. Any sum expended by the City for the
removal of graffiti, solid waste, trash, or other debris pursuant to this Section
3(G)(2) of the Agreement shall become a lien on the Property in accordance with
Section 3(H) and the City shall have the right to enforce such lien in the manner
provided in Section 3(I).
H. City's Lien Authority, Any sums expended 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),
shall become a lien on 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.
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 Property 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 restore the Property and the Project to the
maintenance standard required under this Section 3, 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 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 Property. 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.
J. No approval by Owner shall be necessary for the City to establish and foreclose alien
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. Priorityof 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.
0
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.
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 California 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 Property, and each portion thereof,
in accordance with its terms, subject to bankruptcy and other equitable principles.
SECTION 7. COVENANT OF OWNER. Owner declares that the Project and 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 Project and the
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 ran with and burden the Property and
shall be binding upon all persons having or acquiring any right or title in the Property, including
any leasehold 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 farther 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
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:
M.H. LAND, LLC, a Delaware
limited liability company
c/o Pacific West Asset Management
Corp.
PO Box 19068
Irvine, CA 92623-9068
(714)433-7300
Attn: Jeff Pence
CITY:
City of Santa Ana
Planning and Building Agency, M-20
PO Box 1988
Santa Ana, CA 92702
(714) 647-5804
PlanningA,santa-ana.ore
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.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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
City of Santa Ana, a municipal
corporation
By: L
Alvaro Nunez
Acting City Manager
ATTEST:
al
Jennifer
Clerk of
OWNER
M.H. LAND, LLC, a Delaware limited
liability company
B:
Y
Name: Jeff Pence
Title: Managing Member
By:
Name: Roger Porter
Managing Member
APPLICANT - Execution required by
Planning Commission Resolution No(s). 2024-
03
IGIYIPG� IYI C& r^e 1�'( r
[NOTARIZED SIGNATURES REQUIRED]
W,
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.
51�ne] In Cwn+erp-44
CITY OWNER
City of Santa Ana, a municipal
corporation
Alvaro Nunez
Acting City Manager
ATTEST:
Jennifer L. Hall
Clerk of the Council
M.H. LAND, LLC, a Delaware limited
liability company
a
Name: Jeff Pence
Title: Managing Member ---
By: C L�
Roger Porter
Managing Member
APPLICANT - Execution required by
Planning Commission Resolution No(s). 2024-
03
e
Name: MfIPGp A . Arl DKtFpE
Title: AYPU c r
[NOTARIZED SIGNATURES REQUIRED]
W
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individual who signed the document to which this certificate is attached, and not the
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State of California
County of (yoy
On f a5 � SC �" before me, `" "-Sk0�" yWic(insert name and title of
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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.
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Signature (Seal)
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State of Cali 'a
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I certify under PENALTY OF PERJURY under the laws of the State of California that the
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Orange County g
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My Comm. Expires Nov 13. 2020
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 l
County of oroir - 1}
On Ryci st- 1 12o2y before me, �I�n �rral N�r`I Public.
Date Here Insert Name and Title of the Officer
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Place Notary Seal and/or Stamp Above
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 _j4AL6A,
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❑ Corporate Officer — Title(s):
❑ Partner— ❑ Limited ❑ General
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of Pages:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner — ❑ Limited ❑ General
❑ Individual
❑ Trustee
❑ Other:
Signer is Representing:
❑ Attorney in Fact
❑ Guardian or Conservator
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State of California Counrt�y,o�,f� OI
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authorized capacity(ies), and that by his/ to /their signature(s) on the instrument the person(s), or the entity
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I certify under PENALTY OF PERJURY under the
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Notary public• California yy paragraph is true and correct.
Oran%• County S
Commission 4 2489063
My Comm. Expires may s, 302a WITNESS my hand and official seal.
Signature U&
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❑ Partner— ❑ Limited ❑ General
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Numberof Pages:
Signer's Name:
❑ Corporate Officer — Title(s):
❑ Partner— ❑ Limited
❑ General
❑ Individual
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer is Representing:
�:e#efao->:ava .. �-..:.....�. ..s � 'f A. -„na.- - .-...�'a¢aif'ic>. ..J' > o- >.: � _ ..>. x•Ye>ya�s c,Y'... .... ci5+..a . ,a. .. � ':: �..
E • National Notary
CALIFORNIA NOTARY ACKNOWLEDGEMENT
(INDIVIDUAL)
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 D
On J-Rot 27f 9-OZb fe ore me, 19^0
the officer), personally appeared M W-i
basis of satisfactory evidence to be the pi
instrument and acknowledged to me that
authorized capacity(i�s), and that by his/I
or the entity upon behalf of which the per
> f1y nlo"�f Pk604insert name and title of
!4 - A74P 9-4V'� who proved to me on the
on(';whose name( is/We subscribed to tre within
/s e/tWey executed the same in his/h6r/th6ir
Vr signature(4on the instrument the persor6),
i ) 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. �annanaununwnnmm�nonninnumnnennnunumumnmm��
1., PAOLA V. SILVA
a Notary Public - California =
Orange County £
Commission N 2416755
��.o^"My Comm, Expires Sep 18, T0T6
Signature (Seal) umnnimuwmm�mnunm'uwnunmumnnnnnnnnununnna5
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 2 as shown on Parcel Map recorded on December 30, 1976, in Book 90, pages 45 & 46 of
Parcel Maps in said County of Orange.
10
EXHIBIT "1"
Copy of Memorandum of Lease
11
NIIF:N It1,COn11t:n MAIL "1
1h. ThomaA it. pretenpaugh
Allm'ney At Law
Y0 H. puall
Net,porl noa,-h, Californin 926fin
MRm"NIx114 ,OF IXAHF
MII�AORlO�
Irmilim s-i-76
oev. 6-10-7b
h
t. a►p�t9/rp 19
W
MGpfpatl/daean! 119flMM1w
THIS NFTIOHANIAIM OF WSr.. is rondo and entered into thin
lAt day of April, 1976, by and between WAVON nA9K CALIFORNIA.
A California corporation laisndford" heroin), And MARrARHT HILLS
LAND t nrLORATION Co., a partnership ("Tenant" •rein).
MR VAI.OAnI,E CONS111403tWON, Landlord herrh; leases and de-
misos to Tenant, and Tenant hereby hires from landlord, subject
w
.,, to the terms and conditions of that certain unrecorded Lease
Agreement between the Landlord and Tenant dated the IS day of
April, 1976, which by this reference in incorporated herein,
all of the real property described iri Exhibit "A" attached
hereby and made a fart hereof.
The term of this Lease is ninety (90) years, commencing on
the let day of April, 1976, and ending on the 31st day of March,
2006,
Tenant shall pay the real property taxes and assessments
against the demised premises during the term hereof, as more
specifically provided in the said unrecorded Lease Agreement,
Tenant has the right first refusal to buy the demised
premibev.
IN WITNESS WIiERNOF, each of the Wties hereto lids exu:utOd
tliin N.miurandum of LNase as of the day and year first hereinabove
Wrlt.ten.
LLely11N hANK VAIA V At6I A,
a t'dllluwid ration t..t�
It
FlCitd
Trial OM1i11f
4
I
„'or K 11948061 W4
MAROARET HILLS I.ANP J. EXPLORATION
CO., a pyitTMrrwhip
By
STATE OF CALIFORNIA
COUNTY OF ORANGE // 1
t,a _ 7% , 1976, before me. the undersigned, ,i
Nntary Pu c n an said State, personally appoarnd
I. -
),now” to me to he the n to �sst:.:ila•
Of gill,Provident, �s_"At OLlkso t e,Corporatin theto kg
twe.xecuted t'Iv,
A Tr itPsa"^�'�^ arsons who oxec.atod
w t� n natruaant, known to ma to be the p
the within instrument on behalf of the corporation thereir. nar^d,
and instrumentlpursuant to its ed9cd to me ttry-laws uch ooroaa resolutiOntion t of its Hoarded the n
of Directors.
NITNESS my hand and official seat.
s.ra,Naar
Nn',v MN hM„la
• aw«w CamIR
STATE OF CALIFORNIA I as
COUNTY OF 464-014& 1
/a( 123
` t
onP an or / 7 , 1976, before me, the undersigned, a
Notary said State,
.a1 per nallxAred
t pand .ra
knolw"M m_eTro e gpa
that executed the within instrument, and acknowledged to me that
such partnership executed the same.
MINTESS my hand and official seal.
i� tltaaN w 1101�1aaamt
NMwrw aii.r. Po�iy PU • a'
awes iarsr
I
MI181T A
DESCRIPTION
III f 9t8ri I 00S
All that certain land situated to the State of Californis, County of
Orange. City of Sent* An, described to follows:
PARCEL A:
All that portion of the land allotted to.James Neyaddes as described to
the ties] Decree of Pertlties of the Roeehe Santiago at Santa Asa, which
was entered September 12, 1868 it Rook R, pose 410 of Judgments of the
District Court of the 17th Judicial District tm OW for to* Angeles
County, California described as follow:
Degtm,lol at the Southsaat Corer of the Psfeel Nap recorded in Rook 76p
pages 29 through 31 of Parcel Naps Is rho office of the County Recorder
Of Orange County, Cmliformiat thaoa aleag the latterly bousdory of sold
Parcel Map Worth Oil 15' 48" West 160.60 fewt; tboace North $90 IS, 45"
em Fast 315.00 foot: thco North 44' 57' 26" Rat 63.02 feat; thence North
e9' 15' 45" lest 255.00 fsmt: themes North 00' 44' 15" Vast 271.00 feat
to the Eastsrly prolougatiem of that certain tour" to the boundary of
sold Parcel Nap Shows as "W. S9. 15, 45" F. 311.15'" os entd map; Chosen
alone said ►aatsrly pro1e464ties North 89' 15' 45" Fat 303.00 feat to a
polar distant 60.00 feat Westerly measured at right angles from the
eomterline of Sriaeal Street ae *hewn es said Parcel litp; theaee Southerly
parallel with said ces01
terliw South ' 07' 31" Fast 472.02 feet to the
begiasist of a tangent eutvs colleaee Northwesterly hevieg a radius of
25.00 feats theDee Southwesterly 01e86 said -a" through a central
sag'* of 91' 17' 58" so art diatamee Of 39.feat to a point distant
59.00 fat Northerly summered at right angles from the eantarltme of
IlaeArthor Besievard as theme On said Parisi YAM tbsca Wutarly p4981101
With said centerline and tamest a sold curve North W 49' 33" vent
1MOO fast; theme* Routh $7 18' 33" Want 240.02 foot to a point dtetaot
52,00 foot Warthewly massured'at right angles from the oestarlime of
MacArthur Boulevard es slow es meld Parcel Maps tkamce Westerly parallel
with said easterlfine North 89' 49' 33" West $97.69 feat to rho Point of
beginning.
IXceptlo2 therefrom those portiees tbOrmof described in doodm to the
orange County Flood Control District recorded December 12, 1960 in Book
$544, pose 124, and recorded Donation 15. 1960 to Bock 5550, page 123
both of offitlal Records of meld Orange County.
PARCEL Ml:
A non-exclusive easement few ingress, egrees, and surface use together
with the right to pave over or construct buildings or other petmament
structures over these portions of the lands described In deeds to the
OrM9Q County Flood Control Mertes, recorded Decomber 12, 1960 to Rook
5544, page 1240 and recorded December 15. 1%0 is Rook 5550. page 123,
both of Official Records of Orange County, California, lying between the
Northerly and Southerly Items of the hereto above described Parcel A.
RK 12494P& 1345
Recording Rcqutated By, and
SG)len Recorded, Mail to:
FULOP, ROLSTON, BURNS $G.00
& McKITTRXCK (TDP) C12
4100 MacArthur Boulevard H=01,01UO IN gqFFICIAC AECOAOa
Post Off.lco BOX 2710, OF CRAN49 00 NYe, CAUFONNIA
Newport Beach, California 92663 ••q la NMOEC I b 1977
;4 Y'Y"I: CARLYLE. GOWN ReGafder
�• 5p¢ce ova or Recor ar s Use
CORRECTION TO EXISTING MEMORANDUM oV, LEASE
THIS CORRECTION TO EXISTING MEMORANDUM OF LEASE. is
Inade and entered into to•be effective as of the let day of
April, 1976, by LLOXDS BANK CALIFORNXA, a California Corpora-
tion ("Landlord" herein) and MARGARET HILLS LAND AND EXPLORA-
TION CO., a partnership ("Tenant" herein),
P R E A M. B L E,
A. A MEMORANDUM OF LEASE was made between the
parties and was .recorded in the Official Records of the Count
of Orange, California at Book No. 11940, Pages 1003 - 1005. y
n. The Lease Agreement whzeh is thr. subject of
is MEMORANDUM OF LEASE s subject to the ter.^,d and conditions
of an unrecorded Lease Agreelaant between the Landlord and
Tenant dated the 1st day of April, 1976, and incorporated by
reference (:herein; and
C. Said MEMORANDUM OP- LEASE contains an inaccurate
statement of the length of the term Of the Lease Agreement
provided for in the unrecorded Lease .Agreement between the
Landlord and Tenant whzeh by this reference is incorporated
herein.
D. In order to correct said inaccuracy in the
above reterencod MEMORANDUM OF LEASE, this Corrected MEMORAN-
DUM OP' LEASE; is substituted therefor as follows:
TNIS MPMORANDUF1 OF LEASE is Mello and entered .into
to lie. effective On "le let day Of April, 1976, by and botwoon
LLOYD8 DANl: i:ALI.L bItNIli, a Californi.n corporation i"L.tnd lard"
nf:l'e.ill) , and hAlIGARU"V HILLS LAND & I•:XYLOttA'fIUN Co., a partnsr-
rhip ("Tnilant:" horein) .
L'OR VALUAIILE CONSLDI•:RA'L'XON, Landlord hor"hi, anew;:
awl dumA.od", brr T'nncmn, Find Irons': horoby I;iroe: f.'rorr L:xnd losd,
s ub;l oce to t•.ha terns:v ,lncl coedi.t.ions of Clxat acrt.n i.n till r:Ccox: Clod
flay r.
day
o Atl!'numcut bn rsec:en I:.Ix: Landlord ana 'relllnnC oal-nc'1 t.l;o lut:
f Apri..l, ,l976, which L,y Lhd.n cc:Lc,rearCr .i:, .iuuot. .por4 tell
hex:otn, a.11. ::F the rc•,nl p.-dirnrty dna:Cx'.LbaO in I':mhi.{oA '•ix" nl'.
Iashod ho"'lu and avt,lo a pazL hcu:col.'.
r
ORANGE,CA DOCUMENT: AM 12494.1345
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1 'H
Page 1 of 4
I
8K 12494PG 1246
The term of this Lease is thirty (30) yoars, commen-
cieg on the lat day 'of April, 1976, and ending on the 31st day
of March, 2006. ,;Tenant has six (6) successiVe,optiuns to
extend the term for six (6) periods of ten (10) years .each.
Te,)iant shall pay the real property taxes and assess-
ments against ,the demis ad premises, during the term haroof,-as
?pore spsci£ioal.ly provided in the said uhrecord.ad Leae.a Agrae-
tnar(t.
Tenant has �the right of first refusal to'buy the
damised premises.
.,IN WITNESS' WHEREOF., each of the parties hereto has
eXoouted this ..MemoFandum of Lease to be effeotive as of the
date^first written above.
LLOYDS BANK CALIFOkXKIA,
, a Cali£orniaocrporation
BY
V. A, WGau tu�E.P P EtJ „" TR1t T " xIC F.N
By
FWNCE�OGtY SP OFFICER
..LANDLORD"
MARGARET HILLS LAND 6 EXPLORATION
ORANGE,CA DOCUMENT: AM 12494.1345 Page 2 of 4
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0X 124S4PG I a.4.7
STATE OF CALIFORNIA )
COUNTY OF ORANGE as.
qq) q is
On �wULQ,(,� 1976, before me, the: undarsigned,
a Notaryy Yub c in sou rOr said State, personally appeared
_ Sl D. MaCnN°1' , known to me to be the
WlsY 6Y enC, an, MANC[F OILLOGLY
.Low�n-`to m to be TRUST OFFIpFR Secretary o t'.e corpora lon I that executed the wit nn nssttrumonh„ known to me to be th¢ persons who executed the Vr£thin Instrument on behalf of the
corporation Ehereizi Hamad, and acknowledged to me that such
corporation executed the within instrument pursuant to its
by -Laws or a resolution of 'its Board of Directors.
.WITNESS my hand and official seal.
np
Oni CIAL
no
t AorLt.E FnRRIER
• Pu'aa' tr 11[I ln1lV lVlflLIC.CnUPUANrn !'rti Cary�1'\10'I']'('
�Vih�r erznrrox wmrtr
..�' My CmnmissWn l'xyirus Nrra 21, 19N1 "
wmcaa.mam
'STATE OF-CALIFORNIA )
COUNTY OF ORANGE
On Nlgspper pg, 1976' before me, the undersigned,
a Notary pub c sn bi�o.r said state, personally appeared
known q,L4�P____Simp7 and �q rr•y T. smith
o ma to a two 0 -E ae• geaiera7.' p'artness o tTa ship `partiner-
that executel the within instrument, and acknowledged to
me that suohpartn¢rship executed the same.
WITNE.gS my hae,d and official seal.
K�N1-1tycN. i 00V INf1UlLE5 OUN]Y
mission rigkes FoLmary 5 1978
ORANGE,CA DOCUMENT: AM 12494.1345 Page 3 of 4
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01
9( f 2494?9 lIV •46
I
DESCRIPTION:• ..
PARCEL 2, 3, 4, 4A, 5, 6 e 7,: AS SHOWN ON A MAP RECORDED 'IN e00K 90.
PAGES 45 AND 46 OF PARCEL MAPS, RECORDS OF SAID COUNTY.
ALSO:
.A NON-EXCLUSIVE EASEMENT FOR INGRESS, EURESS, AND SURFACE USE TOGETHER
WITH THE RIGHT TO PAVE OVER OR CONSTRUCT BUILDINGS OR OTHER PERMANENT
STRUCTURES OVER THAT PORTION OF THE LAND DESCRIBED IN DEED TO THE ORANGE
... COUNTY FLOOD CONTROL DISTRICT RECOROED DECEMBER 12, 1960 IN BOOK 5544. i
PAGE 124 OF OFFICIAL RECORDS OF ORANGE COUNTY,' CALIFORNIA. LYING BETWEEN
THE NORTHERLY LINE OF PARCEL'6 AND THE SOUTHERLY LINE OF THE HEREIN ABOVE ..
DESCRIDED PARCEL 4.
EXHIBIT A
ORANGE,CA DOCUMENT: AM 12494.1345 Page 4 of 4
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AMENDMENT TO LEASE
THIS AMENDMENT TO LEASE ("Amendment') is entered into as of the Ist day of
April, 2006, between HARRY RENE GISLER AND SUSAN ELIZABETH GISLER, CO -
TRUSTEES OF THE MARIE GISLER RESIDUARY TRUST, as to an undivided 52.5952%
interest, and GREENVILLE RANCH, LLC, a California limited liability company, as to an
undivided 47,4048% interest (collectively "Landlord") and MARGARET HILLS LAND AND
EXPLORATION CO., a partnership ("Tenant').
RECITALS
A. Lloyds Bank California, a California corporation. (`Lloyds Bank"), predecessor to
Landlord, entered into that certain lease dated as of April 1, 1976, with respect to the property
more particularly described therein, which lease, together with that certain letter agreement
between Lloyds Bank and Tenant dated May 13, 1976, and that certain Addendum to Lease
dated June 21, 1976, shall collectively be referred to herein as the "Lease." Lloyds Bank and
Tenant further executed a Memorandum of the Lease and a Correction to Existing Memorandum
of Lease, both dated as of April 1, 1976.
B. By letter dated September 20, 1999, Tenant exercised the first option to extend
the initial term of the Lease.
C. In connection with the exercise of the option to extend the term of the Lease, the
parties have established the rent (pursuant to Article IV of the Lease) for the first option period
commencing April 1, 2006 and ending March 31, 2016 (the "First Option Period").
NOW THEREFORE, the parties hereto agree as follows:
I. The annual ground rental during the First Option Period shall be the sum of Seven
Hundred Sixty -Five Thousand Six Hundred and No/100 Dollars ($765,600.00) per year, payable
in equal monthly installments of Sixty -Three Thousand Eight Hundred and No/100 Dollars
($63,800.00) in advance, on the first day of each month, commencing April 1, 2006,
2. Except as specifically set forth in this Amendment, the terms of the Lease shall
remain unchanged and continue in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of which
shall be deemed an original, but all of which when taken together shall constitute one and the
same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IQA34859-0M
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
LANDLORD:
74.�� C,tt� CC:ti.
Harry Ren isler, Co -Trustee of
The Marie Gisler Residuary Trust
Susan isler, Co -Trustee of The
Marie Gisler Residuary Trust
GREENVILLE RANCH, LLC,
a California limited liability company
By:
Alice Z. Callen, President
Louise A. Callen
Secretary/Treasurer
TENANT:
MARGARET HILLS LAND &
EXPLORATION CO., a partnership
to
By:
General Partner
General Partner
071
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
LANDLORD:
Harry Rene Gisler, Co -Trustee of
The Marie Gisler Residuary Trust
Susan Elizabeth Gisler, Co -Trustee of The
Marie Gisler Residuary Trust
GREENVILLE RANCH, LLC,
a California limited liability company
By: 0 _= cjx_
Alice Z. Caldairs, President
Louise A. Callens
Secretary/Treasurer
TENANT:
MARGARET HILLS LAND &
EXPLORATION CO., a partnership
to
in
General Partner
General Partner
P
IN WITNESS WIIEI2i:01', the parties hereto have executed this Amendment as of the
day and ,year first above written.
LANDLORD:
Harry Rene Gisler, Co -Trustee of
The Marie Gisler Residuary Trust
Susan Elizabeth Gisler, Co -Trustee of The
Marie Gisler Residuary Trust
GREENVILLE RANCH, LLC,
a California limited liability company
By:
Alice Z. Callous, President
By:
Louise A. Callens
Secretary/Treasurer
TENANT:
MARGARET HILLS LAND &
EXPLORATION CO., a partnership
By: /rru C ee
ever PFuer
By:
General Partner
2
M.H. LAND, LLC
1601 DOVE STREET -SUITE 145
NEWPORT BEACH, CALIFORNIA 92660
(949) 955-1191
(949) 955-2980 FAX
November 6, 2012
CERTIFIED MAIL, RETURN RECEIPT REQUESTED
Greenville Ranch, LLC
c/o Alice Callens
7636 Ellis Avenue
Fountain Valley, CA 92708-6631
✓ MCG MacArthur Corner, LLC
c/o James Fuchs
1520 Nutmeg Place, Suite 250
Costa Mesa, CA 92626
Re: Ground Lease Dated April 1, 1976 Between Lloyds Bank
California, as Landlord, and Margaret Hills Land & Exploration Co.,
Predecessor in Interest to M.H. Land, LLC, as Tenant,
Callens/Gisler Property, NW Corner of Bristol & MacArthur, Santa Ana, CA
Gentlemen:
In accordance with Article IV, Section 5 of the referenced lease, this letter will constitute notice
that M. H. Land, LLC (formerly Margaret Hills Land & Exploration Co.) exercises its options
for the second through the sixth extended term of ten (10) years each to commence with the
expiration of the current lease term, March 30, 2016. After such exercise, the lease term shall
expire on March 30, 2066.
Please contact the undersigned if you have questions or comments concerning this exercise of
Tenant's options.
Very truly yours,
M.H. LAND, LLC
By: /" a /
Thomas M. Linden, Co -Trustee of the
Tom & Karen Linden Family Trust
Established Oeto er ? 10
f / i
By:--
feffrey Pence, Trustee of the JSP Trust
u/d/t/ dated February 26, 2003
cc: Neila R. Bernstein, Esq., Rutan & Tucker
Cheryl L. Brooks, V.P. Wells Fargo Bank
7
Roger C. Porter, Co -Trustee of the
Porter Family Trust established
October 28 80
17
LLa iry T. Se th&Co-Trustee of the Smith
.,IV ng Trust dated July 15, 1982,
restated July 5, 1995 and July 16, 2007