HomeMy WebLinkAboutROYAL ROMAN MOTELL, LLC; ROYAL GRAN INN, LLC; MARISCOS EL TAPATIO Y ANTOJITOS INSURANCE .NOT REOUIIdED
WORK klAY PROCEED A-2026-099
CITY CLEP4(
DAi E: JUL 2 2 2026
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B SaVvuttierra(Wal ROYAL ROMAN MOTEL, ROYAL GRAND INN,AND MARISCO EL TAPATIO Y
ANTOJITOS
SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS
This Settlement Agreement and Release (hereinafter"AGREEMENT") is made and entered into by
and between Plaintiff CITY OF SANTA ANA ("CITY"), on the one side, and KYONG SU KIM,
an individual, MYONG KIM, an individual; ROYAL ROMAN MOTEL, LLC, a California
Limited Liability Company; ROYAL GRAND INN, LLC, a Califomia Limited Liability
Company, (collectively, "PROPERTY OWNERS"); NAYAN AHIR, an individual, RAVIN
(RAY) AHIR, an individual; ROYAL MOTEL, INC., a California Corporation; ROYAL
GRAND, INC., a California Corporation; ("MOTEL OPERATORS"); MARISCO EL
TAPATIO Y ANTOJITOS, an unknown business entity, and MARIA MELENDEZ, an
individual (collectively "RESTAURANT OPERATORS"), on the other side. Santa Ana and
PROPERTY OWNERS, MOTEL OPERATORS and RESTAURANT OPERATORS are
sometimes individually referred to herein as a "Party" and collectively referred to herein as the
"Parties."
This AGREEMENT is made with reference to the following facts:
RECITALS
A. WHEREAS, the City of Santa Ana is a city organized under the laws of the State
of California, with a duty and interest in protecting the public health, safety, and welfare within
the city;
B. WHEREAS, PROPERTY OWNERS are the legal owners of the following
properties in Santa Ana: 1502 E. lst Street, Santa Ana, California, Assessor's Parcel Number
011-154-06; 1504 E. I" Street, Santa Ana, California, Assessor's Parcel Number 011-154-06;
1519 E. Ist Street, Santa Ana, California, Assessor's Parcel Number 398-431-24, (collectively,
the"PROPERTIES");
C. WHEREAS, MOTEL OPERATORS are corporate officers, managers, members
or agents of ROYAL ROMAN, INC., are tenants of PROPERTY OWNERS and own or operate
a motel at the property located at 1504 E. 1st Street, Santa Ana, California known as The Royal
Roman Motel;
D. WHEREAS, MOTEL OPERATORS are corporate officers, managers, members
or agents of ROYAL GRAND INN, INC., are tenants of PROPERTY OWNERS and own or
operate a motel at the Property located at 1519 E. I" Street, Santa Ana, California known as The
Royal Grand Inn;
E. WHEREAS, MARIA MELENDEZ and MARISCO EL TAPATIO Y
ANTORTOS (RESTAURANT OPERATORS) are tenants of PROPERTY OWNERS and own,
operate, and are proprietors or business owners of a restaurant/bar at the Property at 1502 E. I"
Street, Santa Ana, California known as Marisco El Tapatio Y Antojitos or El Tapatio;
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F. WHEREAS, over the past three (3) years,the PROPERTIES have been the source
of a number of calls for service by the Santa Ana Police Department ("SAPD"). Many of the
calls for service involved the investigation and enforcement of narcotics violations;
G. WHEREAS, the CITY was authorized by its City Council to commence a Drug
Den Abatement action against PROPERTY OWNERS, MOTEL OPERATORS and
RESTAURANT OPERATORS pursuant to Health and Safety Code § 11570 et seq. for the
narcotics related public nuisance conditions at the PROPERTIES;
H. WHEREAS, the CITY filed an action against PROPERTY OWNERS, MOTEL
OPERATORS, and RESTAURANT OPERATORS (the "DEFENDANTS"), in the Superior
Court of the State of California, County of Orange, Central Justice Center known as the THE
PEOPLE OF THE STATE OF CALIFORNIA, by the City Attorney for the CITY OF SANTA
ANA; THE CITY OF SANTA ANA v. KYONG SU KIM, an individual, MYONG KIM, an
individual; ROYAL ROMAN MOTEL, LLC, a California Limited Liability Company; ROYAL
GRAND INN, LLC, a California Limited Liability Company; NAYAN AHIR, an individual,
RAVIN (RAY) AHIR, an individual; ROYAL MOTEL, INC., a California Corporation;
ROYAL GRAND, INC., a California Corporation; HACIENDA ARZATE, INC., a California
Corporation; HUMBERTO ARZATE-GOMEZ, an individual; MARISCO EL TAPATIO Y
ANTOJITOS, an unknown business entity, and MARIA MELENDEZ, an individual; and DOES
1 through 50, inclusive, Case No. 30-2025-01484014-CU-MC-CJC (the "STATE ACTION").
The CITY's complaint in the STATE ACTION includes a prayer for injunctive relief, civil
penalties, attorneys' fees and costs, and other equitable relief against DEFENDANTS;
I. WHEREAS, following entry of a preliminary injunction in the STATE ACTION
on November 3, 2025, DEFENDANTS have appealed said preliminary injunction to the
California Court of Appeal, State of California Fourth Appellate District, Division Three, Case
No. G066179 (the"STATE APPEAL ACTION");
J. WHEREAS, PROPERTY OWNERS and MOTEL OPERATORS filed an action
against CITY and its officials and employees, in the United States District Court, Central District
of California known as RAVIN AHIR; NAYAN AHIR; KYONG SU KIM; MYONG KIM;
ROYAL MOTEL, INC.; ROYAL GRAND, INC; ROYAL ROMAN MOTEL, LLC; ROYAL
GRAND INN, LLC v. CITY OF SANTA ANA, a municipal corporation; ALVARO NUNEZ,
sued Individually and in his Official Capacity as the City Manager of the City of Santa Ana;
ROBERT RODRIGUEZ, sued Individually and as the Chief of Police of the City of Santa Ana;
CITY OF SANTA ANA POLICE OFFICERS DOES 1-7; DOES 5-10 INCLUSIVE, Case No.
CV25-02480-JVS-ADS (the"FEDERAL ACTION");
K. WHEREAS, the Parties desire to avoid further expense, inconvenience, and
uncertainties of litigation and, therefore, the Parties have agreed, with no admission of liability
by any Party, to enter into a complete and final settlement of all disputes, Claims (as defined in
paragraphs 4 and 5 below), and differences between them with respect to the dispute; and
NOW THEREFORE, IN CONSIDERATION of the above recitals, the covenants,
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conditions, and agreements made herein by the Parties, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
TERMS OIL SETTLEMENT AGREEMENT
1. Closure of Properties and Businesses, Termination of Tenancies.
a. PROPERTY OWNERS stipulate and agree that no later than sixty (60) days after
execution of this AGREEMENT by all parties, they will take any and all action(s)
necessary to close the PROPERTIES for a minimum period of one (1) calendar year
and one (1) day (366 days). Upon execution of this AGREEMENT, PROPERTY
OWNERS stipulate and agree there will be no new or renewal of rentals of any rooms
at 1504 E. 1", Santa Ana, California (Royal Roman Motel) and 1519 E. I" Street,
Santa Ana, California (Royal Grand Inn). The terms "Close," "Closure" or "Closed"
as used in this AGREEMENT shall mean that all transient lodging operations on the
PROPERTIES shall immediately cease, including but not limited to the rental, lease,
sublease, licensing, or other conveyance of any room, unit, or portion of the
PROPERTIES for occupancy for any duration of time. During this Closure,
PROPERTY OWNERS shall (i) ensure all buildings/structures on the PROPERTIES
are locked, boarded up and properly secured in a manner that renders the
PROPERTIES inaccessible to unauthorized persons and (1i) maintain the
PROPERTIES consistent with the terms and conditions set forth in paragraph 2 of
this AGREEMENT. However, during this Closure, PROPERTY OWNERS shall be
permitted to engage in the following expressly enumerated activities:
(1) Physical Maintenance and Repairs: Routine upkeep, structural repairs, and
code-compliance work necessary to preserve the physical condition of the
PROPERTIES, provided that no such work shall re-establish or facilitate
transient lodging operations;
(2) Sale Preparation: Activities directly related to the marketing of the
PROPERTIES for sale to a bona-fide third-party purchaser, including listing
the PROPERTIES with a licensed real estate broker, conducting inspections,
responding to due diligence requests from prospective purchasers, and
executing a purchase and sale agreement; and
(3) Long-Tenn Lease Preparation: Activities directly related to marketing the
PROPERTIES for a long-term lease, of no less than thirty-one (31)
consecutive days, to a lessee for a non-transient use, meaning a lease
contemplating any subsequent sub-lease, sub-license, or other business use
with a minimum term of no less than.thirty-one (31) consecutive days.
6. MOTEL OPERATORS stipulate and agree that no later than sixty (60) days after
execution of this AGREEMENT by all parties, they will take any and all action(s)
necessary to close ROYAL MOTEL, INC. and ROYAL GRAND, INC., operating at
1504 E. 15t, Santa Ana, California, as "Royal Roman Motel" and at 1519 E. I" Street
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as "Royal Grand Inn", (collectively, `BUSINESSES") and will cease all transient
lodging operations; provided however, that PROPERTY OWNERS may continue the
expressly enumerated activities set forth in Section 1(a), above, for a minimum period
of one (1) calendar year and one (1) day (366 days). Upon execution of this
AGREEMENT, MOTEL OPERATORS stipulate and agree there will be no new or
renewal of rentals of any rooms at 1504 E. 1", Santa Ana, California (Royal Roman
Motel) and 1519 E. 1st Street, Santa Ana, California(Royal Grand Inn).
c. RESTAURANT OPERATORS stipulate and agree that no later than sixty (60) days
after the execution of this AGREEMENT by all parties, they will take any and all
action(s) necessary to close MARISCO EL TAPATIO Y ANTOJITOS, operating at
1502 E. 1" Street, Santa Ana, California and will cease all business operations for a
minimum period of one (1) calendar year. Upon execution of this AGREEMENT,
RESTAURANT OPERATORS stipulate and agree they will not operate a restaurant
and bar (and will not serve food or drinks, including alcoholic drinks) at 1502 E. 15t
Street, Santa Ana, California.
d. At the termination of the one (1) calendar year and one (1) day (366 days) closure
period, if PROPERTIES are used as a hotel, motel, lodge, inn, or other public lodging
operation, PROPERTY OWNERS and MOTEL OPERATORS, hereby stipulate and
agree to be permitted to reopen subject to compliance with applicable municipal code
requirements; provided that a CUP shall only be required if(i) legally mandated by
then-existing zoning regulations and (ii) not imposed as a condition of this
Agreement.
2. Prosy Maintenance. PROPERTY OWNERS stipulate and agree that for the
duration of the one (1) calendar year and one (1) day (366 days) closure period pursuant to
paragraph I of this AGREEMENT, PROPERTY OWNERS shall maintain the PROPERTIES as
follows:
a. Install and maintain commercial grade fencing that allows visual inspections through
the fencing (including any chaining/padlocking) around the PROPERTIES. Board-up
and lock doors, windows and/or other openings in a manner that renders the
PROPERTIES inaccessible to unauthorized persons. Any fencing installed shall
comply with all local and state building standards, which shall include a means for
emergency access to first responders.
b. Paint any boarded-up windows and/or doors to match existing wall colors. No
unfinished plywood board-ups are allowed.
c. Retain a properly licensed and insured security company to patrol.the PROPERTIES
no less than five (5) times per week with mandatory patrols on Saturdays and
Sundays. If SAPD responds to ten (10) or more calls for service to the PROPERTIES
combined within any thirty (30) day period, such security patrols shall be increased to
no less than seven (7) times per week with a mandatory patrol every day of the week.
Security personnel shall actively patrol the PROPERTY during each sweep and
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maintain written or electronic logs documenting the date, time, observations made,
and any action taken. Such logs shall be retained for a minimum of one (1) year and
shall be made available to the SAPD upon lawful request. The security vendor shall
be subject to SAPD approval, which shall not be unreasonably withheld, conditioned,
or delayed.
d. Install and maintain security cameras at the PROPERTIES with appropriate and clear
resolution (minimum 1080p). At a minimum, cameras shall cover the front office, all
common areas and the parking lot(s) including the front and rear of the
PROPERTIES. Camera placement and general specifications shall be subject to
reasonable consultation with the SAPD, and any approval required shall not be
unreasonably withheld, conditioned, or delayed, PROPERTY OWNERS shall
provide SAPD access to recorded footage within forty-eight (48) hours of a written
request. Such access shall be limited to law enforcement purposes only. Footage must
be retained for a minimum of seventy-five (75) days and provided to SAPD upon
written request, Security cameras that are broken, damaged or malfunctioning must
be repaired within forty-eight (48) hours after discovery. Documentation confirming
such repairs shall be maintained by PROPERTY OWNERS and provided to SAPD
upon written request.
e. Post and maintain signs, measuring no less than 11 by 14 inches, with lettering large
enough to be clearly read from ten (10) feet away in all common areas on the
PROPERTIES that reads:
"NO TRESPASSING, VIOLATORS WILL BE CITED AND ARE
SUBJECT TO ARREST."
f Maintain PROPERTIES in conformance with the standards generally applicable to
comparable commercial businesses located in Santa Ana. Comply with operational
conditions of the Santa Ana Municipal Code (SAMC) applicable during any period(s)
of vacancy, 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.).
g. Provide ongoing maintenance, repair and upkeep and all improvements located on the
PROPERTIES, including but not limited to controls on the proliferation of trash and
debris; proper and timely removal of graffiti; landscaping and related landscape
improvements. Keep PROPERTIES free of weeds, dry brush, dead vegetation, trash,
junk, debris, building materials, papers, and/or abandoned property. "Abandoned
property" shall mean movable property or belongings, (e.g., furniture, appliances)
exclusive of land and buildings.
h. Any materials, products or equipment that is stored outdoors on the PROPERTIES
shall not be piled higher than the height of any fence/wall and must not be visible
anywhere in the public right-of-way. Public right-of-way means that area of the street,
roadway, parkway or sidewalk,that is owned, maintained, or controlled by CITY.
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i. Keep exterior surfaces of all structures, fixtures or other improvements free and clear
of graffiti, tagging or similar markings. Graffiti, tagging or similar markings shall be
removed within seventy-two (72) hours following the time of its application and shall
be painted over with paint that matches the color of the exterior of the structures on
the PROPERTIES.
j. Install security lighting that illuminates all common areas of the PROPERTIES,
including the parking lots and the front and rear of the PROPERTIES. The wattage
and specifications of lighting installed shall comply with applicable municipal code
requirements, and PROPERTY OWNERS shall reasonably consult with the CITY's
Planning and Building Agency prior to installation; provided that any required
approval shall not be unreasonably withheld, conditioned, or delayed. Lighting that is
broken, damaged or malfunctioning must be repaired within twenty-four (24) hours
after discovery.
k. Retain a properly licensed and insured property management company within thirty
(30) days of Closure pursuant to paragraph 1 of this AGREEMENT, to perform
weekly inspections to verify that the PROPERTIES are maintained. PROPERTIES
shall be posted with the name and 24-hour contact phone number of the property
management company. Posting shall be no less than eighteen (18) inches X twenty-
four (24) inches, shall be of a font that is legible from a distance of forty-five (45)
feet, and shall contain the following verbiage:
"THIS PROPERTY MANAGED BY ," and "TO REPORT
PROBLEMS OR CONCERNS CALL (name and phone number)."
The posting shall be placed on the interior of a window facing the street to the front
of the PROPERTIES such that is visible from the street, or secured to the exterior of
the building/structure facing the street of the front of the PROPERTIES so it is visible
from the street. If no such area exists, posting shall be on a stake of sufficient size to
support the posting, in a location that is visible from the street to the front of the
PROPERTIES, and to the extent possible, not readily subject to potential vandalism.
Exterior posting must be constructed of, and printed with weather resistant materials.
3. Sale of Properties.
a. In the event PROPERTY OWNERS sell any of the PROPERTIES, the terms and
conditions of this AGREEMENT shall apply. Any prospective/subsequent
buyers/property owners, on behalf of itself, heirs, assigns or successors and any
subsequent owner(s) of the PROPERTIES, hereby agree to comply with this
AGREEMENT except for paragraph 4 of this AGREEMENT. PROPERTY
OWNERS consent to this AGREEMENT being recorded on the PROPERTIES;
however, the obligations herein shall automatically terminate upon the earlier of
(i) twenty-four (24) months of compliance or (ii) transfer to a bona fide third-
party purchaser. Upon the occurrence of either event, the CITY shall, within thirty
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(30) days, execute and record a release, termination, and/or reconveyance of this
AGREEMENT in a form sufficient to removal this AGREEMENT and any notice
thereof from the title to the PROPERTIES, at no cost to PROPERTY OWNERS
or any successor owner.
b. In the event PROPERTY OWNERS sell or cause title to be transferred for any of
the PROPERTIES to a bona fide third-party purchaser, and the bona fide third-
party purchaser intends to operate any of the PROPERTIES as a motel, hotel, or
other lodging operation, PROPERTY OWNERS shall:
(1) Make the execution of a compliance agreement ("COMPLIANCE
AGREEMENT") between the CITY and NEW OWNER(S), in a form
acceptable to the CITY, an express condition precedent to the close of escrow
and transfer of title to the PROPERTY. The term "NEW OWNER(S)" as
used in this AGREEMENT shall mean individual(s) or entitiy(ies) who have
newly acquired legal title to the PROPERTY through a recorded deed or
transfer granting them rights to use, lease, sell, or occupy the PROPERTY.
PROPERTY OWNERS shall include this COMPLIANCE AGREEMENT
requirement in any purchase and sale agreement, escrow instructions, or other
transfer documents executed in connection with the salle of any or all of the
PROPERTIES. PROPERTY OWNERS acknowledge the CITY shall have
the right to negotiate the specific terms of the COMPLIANCE AGREEMENT
directly with the NEW OWNER(S) and that any negotiations between CITY
and NEW OWNER(S) as to the terms of the COMPLIANCE AGREEMENT
shall not constitute an amendment to this SETTLEMENT AGREEMENT or
otherwise affect PROPERTY OWNERS' obligations hereunder.
(2) Shall include in all escrow instructions a written directive to the escrow holder
that escrow shall not close, and title shall not be transferred, in the absence of
written confirmation form the CITY that the COMPLIANCE AGREEMENT
as contemplated in Section 3b(1), above, has been fully executed and accepted
by the CITY. A copy of such escrow instructions reflecting this directive
shall be provided to the CITY directly from the escrow holder within five (5)
days of their execution.
(3) The COMPLIANCE AGREEMENT contemplated by this Section is a
condition precedent to satisfy the release of Defendants in the ACTION as
contemplated by this AGREEMENT. Such COMPLIANCE AGREEMENT
shall be substantially in the form of the draft compliance agreement attached
hereto as Exhibit A and incorporated by reference; however, CITY reserves
the right to make changes to such COMPLIANCE AGREEMENT to reflect
the negotiations between CITY and NEW OWNER(S) as contemplated in
Section 3b(1), above. Any modification(s) to the COMPLIANCE
AGREEMENT between CITY and NEW OWNER(S) shall not materially
increase the obligations of this SETTLEMENT AGREEMENT applicable to
the PROPERTIES.
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(4) In the event that any or all PROPERTIES is/are transferred to NEW
OWNER(S) without a fully executed COMPLIANCE AGREEMENT in place
as required by this Section, such transfer shall constitute a material breach of
this SETTLEMENT AGREEMENT by PROPERTY OWNERS. In such
event, CITY shall retain all rights and remedies available at law and in equity,
including but not limited to: (i) reinstatement of the nuisance abatement
litigation dismissed or stayed pursuant to this SETTLEMENT AGREEMENT,
without prejudice and as if no dismissal or stay had occurred; (ii)pursuit of all
civil and administrative remedies available under the Santa Ana Municipal
Code; and(iii) any other relief allowed by law.
4. Penalties,Reasonable Attorney's Fees,Abatement Costs.
a. In consideration for the final settlement of this matter, and in accordance with the
terms of this AGREEMENT, PROPERTY OWNERS stipulate and agree to pay
the City of Santa Ana a total of Two Hundred Thousand U.S. Dollars ($200,000)
representative of penalties (Health & Safety Code §11581(b)(2)), abatement costs
(California Civil Code § 3496(c), SAMC §§ 17-40 — 17-43)), and reasonable
attorney's fees incurred, payable in equal installments over twelve (12) months
with the first installment within thirty (30) days of the execution of this
AGREEMENT. This settlement payment shall be made to "City of Santa Ana" as
follows: City of Santa Ana, Santa Ana City Attorney's Office, 20 Civic Center
Plaza, M29,P.O. Box 1988, Santa Ana, California 92702.
b. The amount provided in paragraph 4(a) of this AGREEMENT, above, provides
only for the costs and fees associated with the abatement of the PROPERTIES
that is the subject of the STATE ACTION, STATE APPEAL ACTION, and
FEDERAL ACTION, and does not include or contemplate any other financial
obligations between the CITY and PROPERTY OWNERS, MOTEL
OPERATORS, and/or RESTAURANT OPERATORS, including but not limited
to any tax related obligations owed to CITY.
5. Mutual Release.
a. Release by Property Owners, Motel Operators, and Restaurant Operators.
Except for the obligations and covenants provided herein, PROPERTY OWNERS,
MOTEL OPERATORS and RESTAURANT OPERATORS, on behalf of themselves and
their past, present, and future predecessors, successors, affiliates, heirs, assigns, officers,
officials, directors, shareholders, members, managers, agents, employees, servants,
trustees, fiduciaries, parent and subsidiary organizations, partners, attorneys, insurers,
representatives, accountants, and all persons acting by, through, under, or in concert with
them, or any of them, and each of them (collectively referred to herein as the
"RELEASING PARTIES"), hereby release, relinquish, acquit, remise, and discharge
Santa Ana, and its past, present, and future predecessors, successors, affiliates, heirs,
assigns, officers, officials, directors, managers, agents, employees, servants, trustees,
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fiduciaries, subsidiary organizations, partners, attorneys, insurers, representatives,
accountants, and all persons acting by, through, under, or in concert with them, or any of
them, and each of them (collectively referred to herein as the "RELEASED PARTIES"),
from any and all past, present, or fixture rights, claims, demands, obligations, losses,
debts, liabilities, offsets, promises, acts, omissions, agreements, costs and expenses,
damages, injuries, suits, allegations, appeals, actions and causes of action for damages,
equitable relief, and compensation of every kind and nature whatsoever, whether known
or unknown, suspected or unsuspected, contingent or fixed, whether past, present, or
future, whether based in contract, tort, statute, or other legal or equitable theory of
recovery, which, as of the date of this AGREEMENT, the RELEASING PARTIES have,
or had, or which may later accrue to or be acquired by the RELEASING PARTIES
against any of the RELEASED PARTIES, arising out of, concerning, pertaining to, THE
STATE ACTION, THE STATE APPEAL ACTION, and THE FEDERAL ACi TON,
including the ownership and use of the nuisance conditions at the PROPERTIES by the
PROPERTY OWNERS, MOTEL OPERATORS and RESTAURANT OPERATORS'
arising out of, concerning, relating to, or pertaining to the allegations, claims, disputes,
causes of action, facts, transactions, occurrences, and events asserted or that could have
been asserted in the STATE ACTION, STATE APPEAL ACTION, and FEDERAL
ACTION. These released claims are collectively referenced herein as the"CLAIMS."
b. Release by City
Except for the obligations and covenants provided herein, CITY, on behalf of itself and
its past, present, and future predecessors, successors, affiliates, heirs, assigns, officers,
officials, directors, managers, agents, employees, servants, trustees, fiduciaries,
subsidiary organizations, partners, attorneys, insurers, representatives, accountants, and
all persons acting by, through,under, or in concert with them, or any of them, and each of
them (collectively referred to herein as the "RELEASING PARTIES"), hereby release,
relinquish, acquit, remise, and discharge PROPERTY OWNERS, MOTEL OPERATORS
and RESTAURANT OPERATORS, and their past, present, and fixture predecessors,
successors, affiliates, heirs, assigns, officers, officials, directors, shareholders, members,
managers, agents, employees, servants, trustees, fiduciaries, parent and subsidiary
organizations, partners, attorneys, insurers, representatives, accountants, and all persons
acting by, through, under, or in concert with them, or any of them, and each of them
(collectively referred to herein as the "RELEASED PARTIES"), from any and all past,
present, or future rights, claims, demands, obligations, losses, debts, liabilities, offsets,
promises, acts, omissions, agreements, costs and expenses, damages, injuries, suits,
allegations, appeals, actions and causes of action for damages, equitable relief, and
compensation of every kind and nature whatsoever, whether known or unknown,
suspected or unsuspected, contingent or fixed, whether past, present, or future, whether
based in contract, tort, statute, or other legal or equitable theory of recovery, which, as of
the date of this AGREEMENT, the RELEASING PARTIES have, or had, or which may
later accrue to or be acquired by the RELEASING PARTIES against any of the
RELEASED PARTIES, arising out of, concerning, or pertaining to THE STATE
ACTION, THE STATE APPEAL ACTION, and THE FEDERAL ACTION, including
the ownership and use of the nuisance conditions at the PROPERTIES by the
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PROPERTY OWNERS, MOTEL OPERATORS and RESTAURANT OPERATORS'
ownership and use of PROPERTIES in Santa Ana as a drug den within the meaning of
Health and Safety Code section 11570.
6. Notice and Opportunity to Cure. Except in the case of an emergency condition
posing an immediate threat to health or safety, CITY shall provide written notice of any alleged
breach of this AGREMEENT by any means reasonably calculated to provide notice to
PROPERTY OWNERS, and PROPERTY OWNERS shall have thirty (30) days from receipt of
such notice to cure the alleged breach. In the event the alleged breach constitutes an emergency
condition requiring immediate action to protect public health or safety, PROPERTY OWNERS
shall have forty-eight (48) hours from receipt of written notice to cure, or to commence and
diligently pursue corrective action. No enforcement action or proceeding to enforce this
AGREEMENT shall be initiated unless and until the applicable cure period has expired without
cure. No administrative citation, civil penalty, nuisance abatement fine, cost recovery
assessment, or similar monetary penalty shall be imposed, assessed, or accrue against
PROEERTY OWNERS unless and until the applicable cure period set forth herein has expired
without cure.
7. Dispute Resolution. In the event that any Party alleges a breach of this
AGREEMENT or whether a Party has cured an alleged breach under Section 6 of this
AGREEMENT to the sole reasonable satisfaction of the CITY, the Parties agree to submit the
dispute to the Orange County Superior Court for resolution, consistent with Section 12 of this
AGREEMENT. No Party shall initiate legal enforcement proceedings in connection with a
disputed breach or a disputed cure without first providing written notice to all Parties identified
in Section 23 of this AGREEMENT, describing, in reasonable detail the nature of the dispute
and the Party's position. Upon receipt of such written notice, the Parties shall confer in good
faith for a period of no less than fifteen (15) calendar days in an effort to resolve the dispute
without Court intervention. If the dispute remains unresolved following this period, either Party
may file a motion or application with the Orange County Superior Court seeking a determination
whether: a breach of this AGREEMENT occurred, and appropriate relief. Nothing in this
Section shall be construed to limit or waive the CITY's rights in the event of an emergency
posing an immediate threat to public health or safety, as set forth in Section 6 of this
AGREEMENT, or to stay any cure obligation during the pendency of any dispute. The
prevailing party in any legal proceeding stemming from an alleged breach shall be entitled to
recover its reasonable attorneys' fees and costs as provided in Section 13 of this AGREEMENT.
8. California Civil Code Section 1542 Waiver. With respect to the released
CLAIMS set forth herein, the PROPERTY OWNERS, MOTEL OPERATORS and
RESTAURANT OPERATORS acknowledge that they have been advised or have had the
opportunity to be advised by legal counsel and are familiar with the provisions of California
Civil Code Section 1542,which provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT
TO EXIST IN HIS OR ITS FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
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HER SETTLEMENT WITH THE DEBTOR."
PROPERTY OWNERS, MOTEL OPERATORS AND RESTAURANT OPERATORS, BEING
AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS THEY
MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR
COMMON LAW PRINCIPLES OF SIMILAR EFFECT PERTAINING TO THE RELEASED
CLAIMS.
The Parties, and each of them, represent and warrant to the other that they execute this
AGREEMENT with full knowledge of any and all rights which they may have by reason of any
of the matters described herein and they have received herein. Each Party hereby further
assumes the risk of mistake of fact in connection with the true facts involved in connection with
the matters described herein, and with respect to any facts which are now unknown to them
relating thereto, and agrees that this AGREEMENT shall be in all respects enforceable and not
subject to termination or rescission by any such difference in facts.
9. Successors and Assigns. This AGREEMENT and all terms, conditions, and
obligations contained here, including, but not limited to, the release of CLAIMS set forth
herein, are binding upon all persons having or acquiring any right or title to the PROPERTIES,
including any leasehold interest, or any part thereof, and any assigns and successors-in-interest
of the Parties, except as expressly set forth in Section 4 of this AGREEMENT.
10. Release of Lis Pendens and Release of Settlement Agreement.
a. The Parties acknowledge that in connection with the STATE Action, CITY has
recorded Notices of Pendency of Action ("Lis Pendens") against the PROPERTIES pursuant to
Code of Civil Procedure §§ 405.2 et sect. The Lis Pendens is recorded in the Official Records of
Orange County as follows:
Recorder's Document No. 2025000154249, recorded May 30, 2025, against 1502
East First Street, Santa Ana, CA 92701 (APN: 011-154-06); and
Recorder's Document No. 2025000154250, recorded May 30, 2025, against 1519
East First Street, Santa Ana, CA 92701 (APN: 398-431-24).
b. The Parties further acknowledge that pursuant to Section 3.a. of this
SETTLEMENT AGREEMENT, this SETTLEMENT AGREEMENT shall be recorded in the
Official Records of Orange County against the PROPERTIES.
C. Subject to the conditions set forth in this Section, CITY agrees to execute and
record a Release of Lis Pendens and a Release of Settlement Agreement in the Official Records
of Orange County within ten (10) business days of the occurrence of a Release Trigger Event, as
defined below, with respect to each affected PROPERTY. CITY shall cooperate in good faith
and shall not unreasonably withhold, condition, or delay the execution and recordation of any
Release upon the occurrence of a Release Trigger Event.
d. A"Release Trigger Event" shall occur upon the earliest of the following.
Page 11 of 42
(1) PROPERTY OWNERS have achieved full and complete compliance with
all obligations, conditions, and covenants set forth in this AGREEMENT
with respect to the PROPERTIES, and CITY, in its reasonable discretion,
has issued written confirmation of such compliance ("Compliance
Confirmation"). CITY shall issue or deny a Compliance Confirmation
within thirty (3 0) days of receiving a written request therefor from the
PROPERTY OWNER, and shall not unreasonably withhold or delay such
Compliance Confirmation. Denial of a Compliance Confirmation shall be
in writing and shall state with specificity the outstanding obligations or
deficiencies remaining.
(2) Upon execution of a COMPLIANCE AGREEMENT between CITY and
NEW OWNER(S), provided that all of the requirements of Section 3 of
this AGREEMENT are satisfied.
e. Notwithstanding the occurrence of a Release Trigger Event, Santa Ana's
obligation to execute and record a Release is further conditioned upon:
(1) No uncured default by the PROPERTY OWNERS, MOTEL
OPERATORS, or RESTAURANT OPERATORS existing as of the date of the
Release Trigger Event.
(2) No documented significant deterioration at the PROPERTIES. For the
purposes of this SETTLEMENT AGREEMENT, "significant deterioration"
means a documented, material recurrence of nuisance conditions at
PROPERTY(IES) that (i) is substantially similar in nature or severity to the
conditions underlying the STATE ACTION; (ii) is supported by written
documentation, including, without limitation, official reports prepared by CITY
officials, fire or public health personnel, or by a judicial or regulatory body with
jurisdiction over the PROPERTY(IES); and (iii) has not been cured pursuant to
Section 6 of this SETTLEMENT AGREEMENT.
11. Representations. Each Party further represents and warrants, as to itself, but not
as to any other Party, as follows:
a. Each Party is the sole and lawful owner of all right, title, and interest in and to
every CLAIM and other matter that each such Party releases herein, and that each such Party has
not heretofore assigned or transferred, or purported to assign or transfer, to any person, firm, or
entity any CLAIMS or other matters herein released.
b. Each Party has received or has had the opportunity to receive independent legal
advice from attorneys of such Party's choice with respect to the advisability of executing this
AGREEMENT and the releases provided for herein, and prior to the execution of this
AGREEMENT by each Party, that Party's attorney, if any, reviewed this AGREEMENT and
discussed the AGREEMENT with such Party, and the Party has made all desired changes.
C. Except as expressly stated in this AGREEMENT, each Party represents and
warrants that it has not made any statement or representation to any other Party regarding any
Page 12 of 42
facts relied upon by said other Party in entering into this AGREEMENT, and each Party
specifically does not rely upon any statement, representation, or promise of any other Party in
executing this AGREEMENT or in making the settlement provided for herein, except as
expressly stated in this AGREEMENT.
d. Each Party and its attorney's), if any, has had a full and fair opportunity to
investigate and evaluate the transactions, documents, facts, circumstances, and disputes out of
which this AGREEMENT arises prior to entering into this AGREEMENT, and each Party hereto
and AGREEMENT, and all of the matters appertaining thereto, as they deem necessary.
e. The terms of this AGREEMENT are contractual and not a mere recital.
f. By signing this AGREEMENT, each Party represents and warrants that such
Party has carefully read this AGREEMENT, that the contents hereof are known and understood
by such Party, and that this AGREEMENT is signed freely by such Party.
g. Each Party executing this AGREEMENT in a representative capacity represents
and warrants that it is empowered to do so.
12. Enforcement of Settlement. The Parties agree that this AGREEMENT is entered
into pursuant to California Code of Civil Procedure § 664.6, and that the Court in which the
ACTION is now pending will retain jurisdiction over the Parties to enforce this AGREEMENT
and the terms of this AGREEMENT until performance in full of the terms of the AGREEMENT,
including entry and enforcement of the judgment an any appropriate orders upon motion or
application of any Party pursuant to the terms of this AGREEMENT and California Code of
Civil Procedure § 664.6.
13. Attorney. . Should any Party hereto institute any legal action or proceeding
to enforce any provision of this AGREEMENT or for damages by reason of any alleged breach
of any provision of this AGREEMENT, the prevailing Party shall be entitled to receive from the
losing Party all of its costs and expenses, including, without limitation, reasonable attorney's
fees, court costs, and disbursements actually and reasonably incurred in connection with said
proceeding.
14. No Admission, This AGREEMENT is executed pursuant to a compromise and
settlement entered into by each of the Parties hereto without any admission of liability to each
other, but solely for the purpose of avoiding costly litigation on disputed claims and avoiding
further uncertainty, controversy, and legal expense. Without limiting the foregoing, neither the
settlement of the dispute nor any consideration provided by any Party, nor anything contained in
this AGREEMENT, shall be taken or construed to be an inference or admission by any of the
Parties or as evidencing or indicating in any degree the truth or correctness of any claims or
defenses.
15. Choice of Law/Venue. This AGREEMENT shall be governed by and construed
under the laws of the State of California. Any action arising out of this AGREEMENT, or the
matters addressed herein, shall be brought within the Superior Court for the State of California,
County of Orange.
Page 13 of 42
16. Integrated Agreement. This AGREEMENT constitutes a single integrated written
contract expressing the entire agreement of the Parties. There are no other agreements, written
or oral, express or implied, between the Parties, and/or their successors and assigns, with respect
to the matters released herein, except the AGREEMENT set forth herein. Each Party to this
AGREEMENT has substantial experience with the subject matter of this AGREEMENT and
each has fully participated in the negotiation and drafting of this AGREEMENT and has been
advised by counsel of its choice with respect to the subject matter hereof. Accordingly, this
AGREEMENT shall be construed without regard to the rule that ambiguities in a document are
to be construed against the drafter.
17. Paragraph Headings. The paragraph headings contained in this AGREEMENT
are for convenience only and shall in no way enlarge or limit the scope or meaning of the various
and several paragraphs hereof.
18. Gender and Number. Within this AGREEMENT, words of any gender shall be
held and construed to include any other gender, and words in the singular number shall be held
and construed to include the plural, unless the context otherwise requires.
19. Counterpart Execution. This AGREEMENT may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one document.
20. Severability. If any material portion of this AGREEMENT is held to be
unenforceable by a court of competent jurisdiction, the remainder of this AGREEMENT shall
remain in full force and effect. Nothing contained herein shall be construed so as to require the
commission of any acts contrary to law, and wherever there is a conflict between any provisions
of this AGREEMENT and any present or future statute, law, ordinance, or regulation, the former
shall be curtailed and limited only to the extent necessary to make it comply with such statute,
law, ordinance, or regulation.
21. Amendments. This AGREEMENT may be amended only by written agreement
signed by all of the Parties hereto, or their respective successors or assigns.
22. Exhibits. All exhibits, if any, attached hereto are hereby incorporated into this
AGREEMENT as though fully set forth herein.
23. Notices. All notices permitted or required under this AGREEMENT shall be
given to the respective Parties at any or all of the following addresses, or at such other address as
the respective Parties may provide in writing for this purpose:
ROYAL ROMAN MOTEL, LLC ROYAL GRAND INN, LLC
Attn: Gina Kim, Manager Attn: Gina Kim, Manager
Ginakim.esq@gmail.com Ginakim.esq@grnail.com
1504 East Santa Ana Canyon Road#215 1504 East Santa Ana Canyon Road#215
Anaheim, CA 92807 Anaheim, CA 92807
Page 14 of 42
GINA KIM, an individual MYONG KIM, an individual
Ginakim.esq@gmail.com 1242 Bennington Dr.
1281 Peacock Hill Dr. Santa Ana, CA 92705
Santa Ana, CA 92705
KYONG SU KIM, an individual MARIA MELENDEZ, an individual
1242 Bennington Dr. [provide addresses for service]
Santa Ana, CA 92705
ROYAL MOTEL, INC. ROYAL GRAND, INC.
Attn: Ravin"Ray"Ahir, CEO Attn: Ravin "Ray" Ahir, CEO
ravinalurggmail.com ravinahir@yzmaiI.coni
750 El Camino Real 750 El Camino Real
Tustin, CA 92780 Tustin, CA 92780
RAVIN"RAY" AHIR, an individual NAYAN AHIR, an individual
ravinahi-i@gmail.com 750 El Camino Real
750 El Camino Real Tustin, CA 92780
Tustin, CA 92780
[signature page follows]
Page 15 of 42
IN WITNESS WHEREOF, this AGREEMENT is executed on the dates set forth below.
PARTIES:
SANTA ANA:
Dated: CITY OF SANTA ANA, a charter law city and municipal
corporation, duly organized and existing under the
Constitution and la of the State of California
By:
Alvaro Nunez, City Ma alter
ATTEST: CITY OF SANTA ANA, a charter law city and municipal
corporation, duly organized and existing under the
Constitution and laws of the State of California
Dated: � � �"L�-a''
,y
By:
er a 1, Ci Clerk
PROPERTY OWNERS:
Dated:
KYONG SU KIM
Dated:
MYONG KIM
Dated:
GINA KIM
Its
ROYAL ROMAN MOTEL, LLC, a California
Limited Liability Company
Dated:
GINA KIM
Its
ROYAL GRAND INN, LLC, a California
Limited Liability Company
Signatures continued on next page
Page 16 of 42
IN WITNESS WHEREOF, this AGREEMENT is executed on the dates set forth below.
PARTIES:
SANTA ANA:
Dated: CITY OF SANTA ANA, a charter law city and municipal
corporation, duly organized and existi'- under the
Constitution and laws of the State of Califo is
By:
Alvaro Nunez, City ag
ATTEST: CITY OF SANTA AN arter law city and municipal
corporation, duly ed and existing under the
Constitution and laws State of California
Dated:
B
nifer Hall, City Clerk
r
PROPERTY OWNERS:
Dated: 6/17/2026
KYONG SU KIM
Dated: 6/17/2026
MYONG K M
Dated: 6/17/2026
GINA KIM
Its
ROYAL ROMAN MOTEL, LLC, a California
Limited Liability Company
Date 6/17/2026
OPI
GINA,KIM
Its
ROYAL GRAND INN, LLC, a California
Limited Liability Company
Signatures continued on next page
Page 16 of42
Dated:
ANNA KIM
Its
ROYAL ROMAN MOTEL, LLC, a California
Limited Liability Company
Dated:
ANNA KIM
Its
ROYAL GRAND INN, LLC, a California
Limited Liability Company
MOTEL OPERATORS:
Dated:
NAYAN AHIR
Dated:
RAVIN (RAY) AHIR
Dated:
NAYAN AHIR
Its
ROYAL MOTEL, INC., a California Corporation
Dated:
NAYAN AHIR
Its
ROYAL GRAND, INC., a California Corporation
RESTAURANT OPERATORS:
bN&Xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
xfQ"x=NxMXXXXX
Signatures continued on next page
Page 17 of 42
]3xkxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxxxxx
xwxmxmmxxxxx
XXXXXXXXXXXXXXXXXXXXXXXXx
APPROVED AS TO FORM:
SONIA R. CARVALHO
CITY ATTORNEY
City of Santa Ana
Dated:
TAMARA BOGOSIAN
Senior Assistant City Attorney
Attorney for CITY OF SANTA ANA
Dated:
FRANK WEISER
Attorney for
KYONG SU KIM; MYONG KIM; GINA KIM;
ANNA KIM; ROYAL ROMAN MOTEL, LLC;
ROYAL GRAND INN, LLC; NAYAN AHIR;
RAVIN (RAY) AHIR; ROYAL MOTEL, INC.;
ROYAL GRAND, INC.; MARISCO EL TAPATIO
Y ANTOJITOS and MARIA MELENDEZ,
Page 18 of 42
Dated- _..� ..�
.�NWA I�I.M
W YAL ROMAN MUI'8L,I.,.IX,a Callfbrnia
Limhted tfablllty Cotr pany
Date&
. : .. ANNA RIM
Its
L GRAND LLC;a " n
:... Limited Liability Company
MOTEL Of'RRA i6RS:
_Dated.
NA'YAN AHIR
Ii h 1' O���
- . :. . --_-- A IR
AYA.N AHIR
3`- Its 11r"bey
ROYAL MOTEL, INC.,a Califortii,a Coxpoxatian
ted: .
--- NAY AN AHIR
4
ROYAL GRAND, INC.,a CaI°ifomia Coxparatior,
NT OPERATORS,
xg"xXxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
_ Signowas conllnued on next mge
Page 17 of42
Dated: 6/17/2026 A4��
ANNA KIM
Its
ROYAL ROMAN MOTEL, LLC, a California
Limited Liability Company
Dated: 6/17/2026
ANNA KIM
Its
ROYAL GRAND INN, LLC, a u o a
Limited Liability Company
MOTEL OPERATORS: A'�
Dated:
NAYAN AHIR
Dated:
RA AHIR
Dated:
AYAN AHIR
Its
ROYAL MOTEL, INC., a California Corporation
Dated:
NAYAN AHIR
Its
ROYAL GRAND, INC., a California Corporation
R1"RANT OPERATORS:
»XXXXXXXXXXXXXXXXXXXXXXXXXXXXxxXXXXXXXXXXXXXXXXXX
MRXXXX
Signatures continued on next page
Page 17 of 42
U*axxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
bmxxxxxxxxxxxxxxxxxxxxxxx
APPROVED AS TO FORM:
SONIA R. CARVALHO
CWY ATTORNEY
i a Santa ia.
7/16/2026
Dated:
TAMARA
B OGOS
Senior Assistant Ci
AttorneyforCY A ANA - -
Dated: c" \a '20Z
F WE -
Atto
K SU KIM; MYONG KIM; GINA KIM;
KIM; ROYAL ROMAN MOTEL, LLC;
AL GRAND INN, LLC; NAYAN AHIR;
VIN (RAY) AHIR; ROYAL MOTEL, INC.;
ROYAL GRAND, INC.; MARISCO EL TAPATIO
Y ANTOJITOS and MARIA MELENDEZ,
Page 19 of42
EXHIBIT A
DRAFT COMPLIANCE AGREEMENT
Page 19 of 42
CITY OF SANTA ANA
COMPLIANCE AGREEMENT FOR REAL PROPERTY
LOCATED AT (PROPERTY ADDRESSES 1, 2, AND 3)
This Compliance Agreement (hereinafter "COMPLIANCE AGREEMENT") is made and
entered into on this day of [Month] [Year] ("Effective Date") by and between CITY
OF SANTA ANA, a charter City and municipal corporation, (hereinafter "CITY"), and
( _) (hereinafter "BUYER"). CITY and BUYER are also collectively referred to as
"the Parties" herein.
RECITALS
WHEREAS, the subject properties are located at (PROPERTY ADDRESS 1), identified
with Assessor's Parcel Number (APN) _ ("PROPERTY 1"); (PROPERTY ADDRESS
2), identified with Assessor's Parcel Number (APN) ("PROPERTY 2"); and
(PROPERTY ADDRESS 3), identified with Assessor's Parcel Number (APN)
("PROPERTY 3"), each as further detailed in the legal descriptions attached as Exhibit
A (collectively, the "PROPERTIES");
WHEREAS, the CITY has determined each of the PROPERTIES to be a public
nuisance requiring immediate rehabilitation andlor repairs;
WHEREAS, the PROPERTIES are currently owned by ("PROPERTY OWNERS
("PRIOR PROPERTY OWNER");
WHEREAS, the PROPERTIES are currently the subject of civil nuisance abatement
actions filed by the CITY in the Superior Court of the State of California, County of
Orange, Central Justice Center against the PRIOR PROPERTY OWNER and related
defendants (collectively "DEFENDANTS"), in cases collectively referred to herein as the
"ACTION The CITY's complaints in the ACTION include prayers for injunctive relief,
civil penalties, attorneys' fees and costs, and other equitable relief;
WHEREAS, PRIOR PROPERTY OWNER intends to sell the PROPERTIES to BUYER.
BUYER understands and agrees it will assume all liabilities and claims associated with
the ACTION as set forth in this COMPLIANCE AGREEMENT;
WHEREAS, to avoid costly litigation, the Parties seek to enter into this AGREEMENT to
ensure that BUYER(s) will bring the PROPERTIES into compliance with the SAMC and
all applicable state laws;
WHEREAS, DEFENDANTS have entered into an agreement ("SETTLEMENT
AGREEMENT") with CITY to settle the ACTION as set forth in Exhibit B and
incorporated herein by reference;
WHEREAS, this COMPLIANCE AGREEMENT is a condition precedent to settle all
disputes with DEFENDANTS/PRIOR PROPERTY OWNER in connection with the
ACTION; and
Page 20 of 42
WHEREAS, CITY acknowledges it has not placed any liens or other encumbrances
against the PROPERTIES other than the Notices of Pendency of Action filed with the
Orange County Clerk Recorder's Office filed on [insert dates].
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions
contained herein, the Parties hereby agree as follows:
SECTION 1. RECITALS.
The Recitals above are true and correct and incorporated into the body of this
COMPLIANCE AGREEMENT by this reference.
SECTION 2. TERMS AND CONDITIONS.
BUYER, on behalf of itself, its successors and assigns and any subsequent owner(s) of
the PROPERTIES, hereby agrees to comply with all obligations set forth in this
COMPLIANCE AGREEMENT.
SECTION 3. ACKNOWLEDGMENT OF PRIOR NUISANCE ACTION.
A. BUYER acknowledges the ACTION was filed against the DEFENDANTS/PRIOR
OWNER.BUYER further acknowledges the ACTION was resolved by a
SETTLEMENT AGREEMENT between the CITY and the DEFENDANTS/PRIOR
PROPERTY OWNER, the terms of which require BUYER to execute this
COMPLIANCE AGREEMENT as a condition of the transfer of the PROPERTIES.
B. BUYER acknowledges that nothing in the SETTLEMENT AGREEMENT or the
dismissal of the ACTION limits or waives CITY's legal authority to pursue
nuisance abatement proceedings, code enforcement, or any other legal or
equitable remedies against the PROPERTIES or BUYER in the event of a
Default as defined herein or any future violation of the SAMC or applicable state
laws.
C. BUYER further acknowledges CITY is entering into this COMPLIANCE
AGREEMENT in reliance on BUYER's representations and agreements, and the
dismissal of DEFENDANTS/PRIOR OWNER from the ACTION shall not be
construed as a waiver or release of any of CITY's rights against BUYER or the
PROPERTIES.
SECTION 4. COMPLIANCE WITH STATE AND LOCAL LAW.
A. Submission of Compliance Plans. Within 90 days of the Effective Date ("Plan
Submission Deadline"), BUYER shall prepare and submit to CITY's Planning and
Building Agency ("PBA") complete and approvable plans and specifications
("Compliance Plans") sufficient to bring each of the PROPERTIES into
compliance with all applicable federal, state, and local codes, ordinances, and
regulations, including but not limited to the California Building Code, California
Page 21 of 42
Fire Code, California Health and Safety Code, California Electrical Code,
California Plumbing Code, California Mechanical Code, International Property
Maintenance Code, and the SAMC (collectively, "Applicable Codes"). Separate
Compliance Plans shall be submitted for each of the three PROPERTIES.
1. The Compliance Plans for each PROPERTY shall be prepared by a
licensed architect or engineer duly licensed in California, and shall
address: (i) all violations identified in Exhibit C; (ii) any other deficiencies
identified by CITY upon inspection of the applicable PROPERTY following
the Effective Date; and (iii) all work necessary to bring the applicable
PROPERTY's structural, electrical, plumbing, mechanical, fire and life
safety, and other systems into conformance with Applicable Codes,
regardless of whether such work is expressly referenced in Exhibit C.
2. CITY shall review the Compliance Plans and provide BUYER with written
notice of acceptance, rejection, or requests for revision within 30 days of
receipt of a complete submission for each PROPERTY. If CITY requests
revisions, BUYER shall submit revised Compliance Plans within 30 days
of receipt of CITY's written comments. The Plan Submission Deadline
shall be tolled while CITY's review is pending, provided BUYER has timely
submitted complete Compliance Plans.
3. If BUYER fails to submit the Compliance Plans for any PROPERTY by the
Plan Submission Deadline, such failure shall constitute a default as
defined herein.
B. Permit Obtainment. Within 60 days of CITY's written acceptance of the
Compliance Plans for each respective PROPERTY ("Permit Attainment
Deadline"), BUYER shall obtain all required permits necessary, at its sole
expense, to perform the work described ("Required Permits"). BUYER shall
diligently respond to any requests for additional information or correction from
CITY's PBA within 15 days of receipt of any such request. If a delay in the
issuance of Required Permits is attributable solely to CITY's permitting process
and is beyond BUYER's reasonable control, BUYER may seek an extension.
Failure by BUYER to obtain all Required Permits for any PROPERTY by the
Permit Attainment Deadline (as may be tolled or extended) shall constitute a
default under Section 8.
C. Full Compliance Deadline. BUYER shall complete all work required to bring
each PROPERTY into full compliance with Applicable Codes within 180 days of
the Effective Date ("Compliance Deadline").
D. Extension of Compliance Deadline.
1. Grounds for Extension. BUYER may request an extension of the
Compliance Deadline upon a good faith showing that full compliance
cannot be achieved within the initial 180-day period due to one or more of
the following:
(i) The scope or complexity of required repairs or improvements is
greater than could have been reasonably anticipated as of the
Page 22 of 42
Effective Date, as evidenced by documentation from a licensed
contractor or design professional;
(ii) Delays caused by CITY's permitting or inspection process that are
beyond BUYER's reasonable control, based on the sole reasonable
discretion of CITY;
(iii)lnability to obtain necessary materials, labor, or subcontractors due
to circumstances beyond BUYER's reasonable control, including
supply chain disruptions or declared states of emergency, provided
that such inability is not attributable to BUYER's failure to
adequately budget, allocate sufficient funds, or undertake
reasonable financial planning for the procurement of said materials,
labor, or subcontractors; or
(iv)Discovery of latent conditions, including but not limited to
hazardous materials, structural deficiencies, or concealed code
violations not reasonably identifiable prior to the Effective Date.
2. Extension Request Procedure. Any request for an extension shall be
submitted in writing to CITY's PBA no later than 15 business days prior to
the expiration of the then-applicable compliance deadline. The request
shall include: (i) a detailed description of the basis for the extension
request; (ii) supporting documentation from a licensed contractor or design
professional; (iii) a revised project schedule identifying all remaining work
and estimated completion dates; and (iv) a sworn declaration by BUYER
attesting to the good faith basis for the request.
3. City's Discretion. Extensions shall be granted at the sole and
reasonable discretion of CITY's PBA Director, or designee. No single
extension shall exceed 90 days, absent extraordinary circumstances as
determined by CITY in its sole reasonable discretion. Any grant of an
extension shall be in writing and shall specify the revised compliance
deadline.
4. Continued Progress Required. The granting of any extension shall not
relieve BUYER of the obligation to diligently and continuously pursue
completion of all compliance work during any extension period. CITY
retains the right to conduct periodic inspections, upon reasonable notice,
to verify continued progress during any extension period.
E. Interim Compliance Obligations. From and after the Effective Date and
continuing until each PROPERTY is in full compliance with all Applicable Codes,
BUYER shall:
1. Maintain each PROPERTY in a safe, clean, and secure condition, and
take all reasonable measures to prevent unauthorized access, vandalism,
or additional deterioration;
2. Immediately abate any condition that poses an imminent threat to public
health or safety within twenty-four (24) hours of discovery, regardless of
any pending deadlines under this COMPLIANCE AGREEMENT;
Page 23 of 42
3. Maintain all required business licenses, permits, and certifications in good
standing as required by Applicable Codes for any use of each
PROPERTY, including the continued operation of any motel, lodging
facility, or restaurant during the remediation period;
4. Comply with the SAMC and state laws.
SECTION 5. PROPERTY MAINTENANCE ENFORCEMENT BY THE CITY OF
SANTA ANA.
A. Ongoing Operational/Maintenance Conditions. BUYER, on behalf of itself, its
successors and assigns and any subsequent owner of the PROPERTIES,
hereby agrees to the following:
1. Each PROPERTY shall be maintained in compliance with the
requirements of SAMC, the Uniform Code for the Abatement of
Dangerous Buildings, the International Property Maintenance Code, and
Health & Safety Code §17920.3.
2. Each PROPERTY shall comply with the SAMC 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 measures).
3. Provide ongoing maintenance, repair and upkeep, including but not limited
to controls on the proliferation of trash and debris; removal of graffiti;
landscaping and related landscape improvements. Keep each
PROPERTY free of weeds, dry brush, dead vegetation, trash, junk, debris,
building materials, papers, and/or abandoned property. "Abandoned
Property" shall mean movable property or belongings (e.g., furniture,
appliances) exclusive of land and buildings.
4. Materials, products or equipment stored outdoors shall not be higher than
the height of any fence/wall and must not be visible anywhere in the public
right-of-way. Public right-of-way means that area of the street, roadway,
parkway or sidewalk, that is owned, maintained, or controlled by CITY.
5. Repair and paint any damaged or missing segment of perimeter fencing,
including wood fences or block walls.
B. Notice of Maintenance Deficiencies. Upon any failure by BUYER to perform
any of the obligations in Section 5.A. (such failure hereinafter referred to as a
"Maintenance Deficiency"), CITY shall issue written notice of such Maintenance
Deficiency to BUYER, as provided in Section 21.
C. Maintenance Deficiencies. BUYER shall comply with any Notice of
Maintenance Deficiency within the timeframe specified by the CITY'S Code
Enforcement Division ("CED") to cure the Maintenance Deficiency. Within the
timeframe specified by CED in the notice of a Maintenance Deficiency, BUYER
may submit a written request to CITY seeking additional time to cure the
Maintenance Deficiency. Each request for additional time shall provide, in detail
Page 24 of 42
(i) the tasks that require additional time to complete the cure of the Maintenance
Deficiency and the reason(s) why additional time is needed; and (ii) what steps
BUYER has taken to cure the Maintenance Deficiency. CITY, in its reasonable
discretion, may grant, conditionally grant, or deny any request for additional time
as determined by the Director of PBA, or designee. CITY shall be under no
obligation to consider untimely extension requests or requests which fail to
provide any of the information required.
D. Removal of Graffiti. BUYER, on behalf of itself, its successors and assigns,
hereby further covenants and agrees in favor of CITY to keep the exterior of all
structures, fixtures, or other improvements on the PROPERTIES free and clear
of graffiti. Graffiti shall be removed within forty-eight hours (48) hours following its
discovery. Failure by BUYER to remove graffiti within 48 hours following
discovery shall be deemed to be a Maintenance Deficiency.
E. City May Cure Maintenance Deficiency.
1. If BUYER fails to cure a Maintenance Deficiency within the time allowed,
CITY may initiate a hearing under Chapter 3 of the SAMC. The hearing
officer shall consider evidence and testimony of interested persons as
may be relevant to the matter. If upon the conclusion of a hearing, the
hearing officer makes a written finding a Maintenance Deficiency exists
and there appears to be non-compliance with the maintenance and repair
obligations referenced in Section 5.A., CITY shall have the right to record
the notice described in Section 5.G. and CITY may enter upon or
otherwise access the applicable PROPERTY for the purpose of curing the
Maintenance Deficiency without further notice to BUYER.
2. CITY, without notice to BUYER, shall have the right to enter any
PROPERTY and remove graffiti, solid waste, trash, or other debris if: (i)
BUYER has failed to remove graffiti within forty-eight (48) hours following
its discovery on any structure, fixture, or other improvement that is visible
from the public right-of-way; or (ii) BUYER has failed to remove the
accumulation of solid waste, trash, or other debris that is visible for a
duration of forty-eight (48) hours from the public right-of-way. Any costs
incurred by the CITY to remove graffiti, solid waste, trash, or other debris
shall become a lien on the applicable PROPERTY and CITY shall have
the right to enforce such lien as provided in Section 5.G.
F. City's Lien Authority, Any costs incurred by CITY in enforcing, maintaining,
repairing, replacing, or curing any condition on any PROPERTY for which a
Maintenance Deficiency has been declared by the CITY to exist, shall become a
lien on the applicable PROPERTY. The powers conferred upon CITY are in
addition to all other remedies CITY may have to enforce this COMPLIANCE
AGREEMENT, including public nuisance abatement proceedings or any other
action at law or equity.
G. Enforcement of Liens by the City.
Page 25 of 42
1. The rights conferred upon CITY by BUYER expressly include the power to
establish and enforce a lien or other encumbrance against the applicable
PROPERTY, subject to all then-existing other liens and encumbrances on
such PROPERTY, in an amount reasonably necessary to reimburse CITY
for its reasonable costs incurred under Section 5.E. to restore the
PROPERTY to the maintenance standard required, including reasonable
attorneys' fees and costs associated with the correction of the
Maintenance Deficiency. If the amount of any such lien is not paid within
30 days after written notice by CITY to BUYER demanding such payment,
CITY shall have the right to enforce its lien. The prevailing party in a
collection or other lien enforcement action shall be entitled to reasonable
attorneys' fees, costs, and expenses.
2. In the event CITY makes a written finding a Maintenance Deficiency exists
on any PROPERTY, in addition to its lien powers, CITY may cause a
notice of correction of Maintenance Deficiency to be recorded against the
applicable PROPERTY. Such a notice shall refer to Section 5.E. of, be
signed by the Director of PBA, and shall remain in effect from the date it is
recorded until the date the Maintenance Deficiency is corrected.
H. No Approval by Buyer Required. No approval by BUYER shall be necessary
for CITY to establish and foreclose a lien for non-payment of amounts expended
by CITY to cure a Maintenance Deficiency. No failure by CITY to enforce any
default pertaining to the maintenance, repair, or replacement of any portion of the
PROPERTIES shall be deemed to be a waiver of the right or power of CITY to
enforce any subsequent default by BUYER.
I. Priority of City Ordinances and Other Laws. The approval and acceptance of
this COMPLIANCE AGREEMENT by CITY shall not be deemed a waiver or
release of any applicable ordinances or laws or general police power of the CITY.
In the event of any conflict or inconsistency between any provision in this
COMPLIANCE AGREEMENT and any ordinance or law, the latter shall prevail.
SECTION 6. USE.
A. Current Use. BUYER acknowledges that PROPERTY 1 (located at
(PROPERTY ADDRESS 1)) and PROPERTY 2 (located at (PROPERTY
ADDRESS 2)) are currently operated as motel/lodging establishments, and that
PROPERTY 3 (located at (PROPERTY ADDRESS 3)) is currently operated as a
restaurant. All compliance obligations under this COMPLIANCE AGREEMENT
include all applicable licensing and applicable health and safety regulations
under state law and the SAMC for each respective use.
B. No Implied Approval. Nothing in this COMPLIANCE AGREEMENT shall be
construed as CITY's approval of any change of use of any PROPERTY. BUYER
shall be responsible for obtaining and maintaining all required discretionary and
ministerial approvals for any change of use independent of this COMPLIANCE
AGREEMENT.
C. Hotel 1 Motel Operational Conditions (PROPERTY I and PROPERTY 2).
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So long as PROPERTY 1 or PROPERTY 2 is used as a hotel, motel, lodge, inn
or any other public lodging establishment, the following shall apply to each such
PROPERTY:
1. Tax and License. BUYER shall possess and maintain a valid and current
hotel visitor tax registration and all other required business licenses and
permits for each motel PROPERTY.
2. Security. BUYER shall retain a security company that is (a) licensed by
the State of California pursuant to Business and Professions Code §§
7580 et seq and (b) maintains general commercial liability insurance in an
amount no less than One Million Dollars ($1,000,000) per occurrence. The
security guard company shall be subject to Santa Ana Police Department
("SAPD") approval. BUYER shall provide CITY with written proof of such
licensure and insurance within 15 business days of execution of this
COMPLIANCE AGREEMENT and at any time upon CITY's request.
(i) The security guard company shall patrol each motel PROPERTY
no fewer than 3 times per day, with patrols distributed at
reasonable intervals throughout a 24-hour period. At least 1 patrol
shall occur between the hours of 10:00 p.m. and 3:00 a.m.
(ii) If SAPD responds to 10 or more calls for service to any motel
PROPERTY within any 30-day period, the Parties stipulate and
agree the security patrols for that PROPERTY shall be increased to
no fewer than 5 times per day, with patrols distributed at
reasonable intervals throughout a 24-hour period with at least 2
patrols occurring between the hours of 9:00 p.m. and 4:00 a.m.
(iii)lf, following the above-referenced increase in patrols, SAPD
responds to 10 or more calls for service to such motel PROPERTY
within any 30-day period, such security patrols shall be increased to
no less than once every 3 hours, 7 days per week, unless
otherwise agreed in writing by CITY.
3. Security Logs. Security guards retained pursuant to Section G.E.H. above
shall maintain a written security patrol log documenting all suspicious or
unlawful activities, observations, and interventions made during each
patrol. The patrol log shall, at minimum, include: (a) the date, time, and
duration of each patrol; (b) the identity of the guard conducting the patrol;
(c) a description of any observed suspicious or unlawful activity; (d) any
contacts made with guests, visitors, or members of the public; (e) any call
for service made to 911, police, fire, or emergency medical response; and
(f) any conditions or incidents affecting the safety, security, or order of the
PROPERTY and what the outcome was, if any, of any law enforcement or
emergency response at the PROPERTY. BUYER shall retain all patrol
logs for a minimum of 1 year and shall produce the logs to any employee
of the CITY upon request.
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4. Cameras. Install and maintain security cameras at each motel
PROPERTY with appropriate and clear resolution. At a minimum, cameras
shall cover the front desk (office), all common areas and the parking lot(s),
including the front and rear of the PROPERTY. Camera placement and
general specifications shall be subject to approval by SAPD. BUYER shall
provide SAPD with the technical ability to access live ("real-time") video
surveillance footage for exterior and common areas of each motel
PROPERTY, Such access shall be limited to law enforcement purposes
only and shall not include access to interior guest room footage. Access
credentials shall be maintained securely and used solely by authorized
SAPD personnel. Footage must be retained for a minimum of 90 days.
Security cameras that are broken, damaged or malfunctioning must be
repaired within 48 hours of discovery. Documentation confirming such
repairs shall be maintained by BUYER and provided to CITY upon
request. BUYER shall add wording to all guest registration cards and post
and maintain at least 1 sign, measuring no less than 11 x 14 inches, with
lettering large enough to be clearly read from 10 feet away in all common
areas of each motel PROPERTY that reads:
"FOOTAGE CAPTURED BY THE SECURITY CAMERAS ON THIS
PROPERTY IS ACCESSIBLE BY THE SANTA ANA POLICE
DEPARTMENT"
5. Lighting. Install and maintain flood lights in all common areas of each
motel PROPERTY, including the parking lots and the front and rear of the
PROPERTY. The wattage and specifications of lighting installed shall
comply with applicable municipal code requirements, and BUYER shall
reasonably consult with CITY's PBA prior to installation. Lighting that is
broken, damaged, or malfunctioning must be repaired within 48 hours of
discovery. Documentation confirming such repairs shall be maintained by
BUYER and provided to CITY upon request.
6. Signage. In addition to the signage required in Section 6.E.iv., above,
BUYER shall post and maintain signs, measuring no less than 11 by 14
inches, with lettering large enough to be clearly read from 10 feet away in
all common areas on each motel PROPERTY which reads:
"NO TRESPASSING. VIOLATORS WILL BE CITED AND ARE
SUBJECT TO ARREST"
BUYER shall provide a "No Trespass" letter to SAPD pursuant to Penal
Code § 602 for each motel PROPERTY.
7. Guests. Require all guests to provide photo ID at the time of registration.
Retain copies of all ID cards presented by guests and registration cards
for each registered guest for a minimum of 90 days.
8. Record Keeping. BUYER shall maintain daily records reflecting the
names and permanent addresses of all occupants, as verified by valid
government issued identification, the dates of occupancy, length of stay,
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and room rate. This registration information shall be maintained for at least
1 year past the last day of stay for each guest and shall be made available
for review by CITY upon request.
9. Gates. Install locked, video monitored, electronically controlled gates
(with a Knox Box accessible to police and fire) at the point of each motel
PROPERTY's driveways. CITY's PBA must approve the design and
specifications prior to installation.
10. Door Locks. Ensure all door locks are properly functioning per industry
standards. Door locks that are broken, damaged, or malfunctioning must
be repaired within 48 hours after discovery.
11. Cash/Rentals by Hoar. All reservations and payment must be made by a
credit card or debit card. Partial days, hourly room rates or cash or cash
equivalent payments shall not be accepted. No more than one booking per
room within any 24-hour period is allowed.
12. Long-Term Rentals. No more than 25% of rooms at any motel
PROPERTY may be rented to the same occupant for 30 days or longer.
13. Vehicles. BUYER shall:
(i) Require that all vehicles that park on the premises of each motel
PROPERTY are registered with management, which shall include
information about the make, model, year, color, and license plate of
the vehicle. Provide stickers to registered vehicles that list the
date(s) of the guest's stay. Provide such vehicle registration
information to CITY upon request.
(ii) Tow all vehicles that are not registered and have no legitimate
basis to be .parked on the motel PROPERTY. Provide guests a
"Guest Parking Pass" that lists the timeframe for the guests' visit.
Such guest parking pass shall not exceed 30 days.
(iii)Hire a towing company to tow violating vehicles and include the
towing company's information on signage at the PROPERTY.
14. Inspections. Allow CITY officials to inspect each motel PROPERTY
without an inspection warrant when police/fire respond to calls for service
for 2 years following the execution of this COMPLIANCE AGREEMENT.
Except in the case of an emergency condition posing an immediate threat
to health or safety, inspections of occupied dwelling units shall be
conducted in accordance with applicable law, including providing any
notice required by law. If consent to enter an occupied unit is refused,
CITY may seek an administrative inspection warrant as permitted by law.
Inspections of exterior areas and common areas not exclusively controlled
by tenants may be conducted without an inspection warrant as otherwise
permitted by law. In emergency circumstances, entry may occur without
prior notice or warrant to the extent authorized by law. Nothing herein is
intended to limit the CITY's lawful enforcement authority or to require a
waiver of constitutional rights.
Page 29 of 42
15. Convicted Persons. To the extent permitted by applicable law, SAPID
may provide BUYER with a written list of persons who have been
convicted of criminal offenses on any motel PROPERTY. Upon receipt of
that list, persons on the list shall not be permitted to rent a room. In the
event a person on the list has been registered as a guest, management
shall take commercially reasonable steps consistent with applicable law to
remove such person from the PROPERTY.
16. Bi-Annual Meetings. Participate in bi-annual meetings with CITY staff to:
(a) confirm compliance with the terms and conditions of this
COMPLIANCE AGREEMENT; (b) evaluate the conditions at the
PROPERTIES; and (c) obtain any necessary input to ensure the safety of
the residents/guests.: These bi-annual meetings will be conducted on a
mutually agreeable date and time and will be held at City Hall, unless
otherwise agreed to in writing by CITY. BUYER shall send a
representative to the meeting on their behalf so long as the representative
has the authority or the means to obtain authority to institute and/or
establish new protocols/policies/procedures at the applicable PROPERTY
to ensure compliance with this COMPLIANCE AGREEMENT.
17. Survival. Notwithstanding anything to the contrary, these hotel/motel
operational requirements set forth in this Section 6.E. shall survive
termination of this COMPLIANCE AGREEMENT and shall remain in full
force and effect as long as PROPERTY 1 or PROPERTY 2 is operated as
a hotel, motel, lodge, inn or any other public lodging establishment.
D. Restaurant Operational Conditions (PROPERTY 3).
So long as PROPERTY 3 is used as a restaurant or other food service
establishment, the following shall apply:
1. Licenses and Permits. BUYER shall possess and maintain all required
business licenses, health permits, and food service certifications, including
but not limited to a valid Los Angeles County (or applicable county)
Environmental Health permit, seller's permit, and any other permits
required by state law and the SAMC.
2. Health and Safety Compliance. BUYER shall maintain PROPERTY 3 in
compliance with the California Retail Food Code (Cal. Health & Safety
Code §§ 113700 et seq.) and all applicable state and local health and
safety regulations governing food service establishments.
3. Inspections. Allow CITY officials, code enforcement, and health
department personnel to inspect PROPERTY 3 as permitted by law, upon
reasonable notice, to verify compliance with this COMPLIANCE
AGREEMENT and Applicable Codes.
4. Waste Management. BUYER shall implement and maintain adequate
grease trap, waste disposal, and recycling procedures in compliance with
all applicable regulations. No grease, food waste, or other refuse shall be
deposited in any public right-of-way, storm drain, or adjacent property.
Page 30 of 42
5. Signage. BUYER shall post and maintain in all public-facing areas of
PROPERTY 3 all notices and signs required by applicable law, including
health department inspection grade postings.
6. Lighting. Install and maintain adequate exterior lighting at PROPERTY 3,
including all parking areas and public entrances, in conformance with
applicable municipal code requirements.
7. Bi-Annual Meetings. Participate in bi-annual meetings with CITY staff to:
(a) confirm compliance with the terms and conditions of this
COMPLIANCE AGREEMENT as they pertain to PROPERTY 3; (b)
evaluate the conditions at the PROPERTY; and (c) obtain any necessary
input to ensure the safety of patrons and neighboring properties.
8. Survival. Notwithstanding anything to the contrary, these restaurant
operational . requirements set forth in this Section 6.F. shall survive
termination of this COMPLIANCE AGREEMENT and shall remain in full
force and effect as long as PROPERTY 3 is operated as a restaurant or
food service establishment.
E. General Operational Conditions.
These general operational conditions shall apply to all PROPERTIES regardless
of use, unless otherwise agreed to in writing by CITY:
1. Hardscapiing. Each PROPERTY shall provide visibility in all areas
intended for the public and patrons of the PROPERTY. Landscape open
space areas and driveway entrances from public streets, driveway
intersections, and parking lots. Block walls and landscaping may not be
used to obscure visibility in these areas except when required to screen
mechanical equipment, employee break areas, or CITY approved storage
areas.
2. Survival. Notwithstanding anything to the contrary, these general
operational conditions set forth in this Section 6.G. shall survive
termination of this COMPLIANCE AGREEMENT and shall remain in full
force and effect.
SECTION 7. INSPECTIONS AND REPORTING.
A. City Inspection Rights. CITY shall have the right, upon notice of not less than
48 hours (except in an emergency), to inspect each PROPERTY and to verify
BUYER's compliance with this COMPLIANCE AGREEMENT and Applicable
Codes. BUYER hereby grants CITY a license to enter each PROPERTY during
regular business hours.
B. Progress Reports. BUYER shall provide CITY with written progress reports on
the status of all work at each PROPERTY no less than once every 30 days
following the issuance of the Required Permits for that PROPERTY. Each
progress report shall include: (i) a description of work completed during the
preceding thirty (30) day period; (ii) a description of work scheduled for the
Page 31 of 42
following thirty (30) day period; (iii) identification of any issues or delays
encountered; and (iv) an updated construction schedule.
SECTION 8. DEFAULT AND REMEDIES.
A. Events of Default. Each of the following shall constitute a "Default" under this
AGREEMENT:
1. BUYER's failure to submit the Compliance Plans for any PROPERTY by
the Plan Submission Deadline, pursuant to Section 4;
2. BUYER's failure to obtain all Required Permits for any PROPERTY by the
Permit Obtainment Deadline, pursuant to Section 4;
3. BUYER's failure to achieve full compliance with Applicable Codes for any
PROPERTY by the Initial Compliance Deadline, pursuant to Section 4;
4. BUYER's failure to meet any interim compliance obligation under Section
4 or any.maintenance obligation under Section 5 that is not cured in the
timeframe specified by CITY;
5. BUYER's failure to adhere to operational conditions as required under
Section 6;
6. BUYER's failure to provide progress reports as required under Section 7;
7. BUYER's transfer of any PROPERTY to a third party without compliance
with Section 12; or
8. BUYER's material breach of any other provision of this COMPLIANCE
AGREEMENT that is not cured within 15 days of written notice from CITY
(or, if breach is not reasonably capable of cure within 15 days, within such
additional time as is reasonable, provided BUYER commences cure within
the 15-day period and diligently pursues completion).
B. Remedies upon.Default. Upon occurrence of a Default, CITY shall be entitled
to pursue all available legal and equitable remedies, including but not limited to:
1. Civil nuisance abatement proceedings;
2. Imposition of administrative fines, penalties, and costs as available under
the law;
3. Revocation or suspension of any permits, licenses, or certificates of
occupancy issued in connection with the applicable PROPERTY;
4. Recordation of a notice of noncompliance against the applicable
PROPERTY in the Official Records of Orange County, California;
5. Exercise of CITY's lien authority pursuant to Section 5; and
6. Any other remedies available under the law.
C. Cure Period. Prior to exercising its remedies, CITY shall provide BUYER with
written notice of Default and a 30 day cure period to remedy any curable Default,
except as otherwise specified in this COMPLIANCE AGREEMENT. CITY shall
Page 32 of 42
not be required to provide a cure period prior to seeking summary abatement,
emergency relief or abating imminent public health or safety hazards.
D. Remedies Cumulative. The remedies set forth in this COMPLIANCE
AGREEMENT are cumulative and not exclusive of any other remedy available to
CITY, including the liquidated damages provisions below. The exercise of any
remedy shall not constitute a waiver of any other remedy.
E. Survival. Notwithstanding anything to the contrary, remedies for default under
this Section shall survive termination of this COMPLIANCE AGREEMENT
specifically in regard to enforcement of Sections 6.E., 6.F., and 6.G.
SECTION 9. LIQUIDATED DAMAGES.
In the event CITY is required to-bring legal action based on nuisance conditions on any
of the PROPERTIES and/or breach of the terms of this AGREEMENT, the Parties
stipulate to the imposition of a Fifty Thousand Dollar ($50,000.00) "liquidated damages"
provision per PROPERTY awarded to CITY, in addition to fees and costs authorized by
statute. Such damages shall only be awarded following a judgment that BUYER, or any
of its heirs or assignees, is liable and responsible for such nuisance conditions. The
Parties agree the damages resulting from a breach of this COMPLIANCE AGREEMENT
would be difficult or impossible to calculate with certainty, and the amount set forth
constitutes a reasonable pre-estimate of such damages consistent with Civil Code
§1671(b).
SECTION 10. TERM, TERMINATION, AND EXTENSION.
A. Term. This COMPLIANCE AGREEMENT shall commence on the Effective Date
and shall remain in full force and effect until CITY determines, in its sole
reasonable discretion, that all PROPERTIES are in full compliance pursuant to
Section 4.C., unless sooner terminated or extended ("Term").
B. Termination. CITY agrees that if BUYER performs all of its obligations under
Section 4 with respect to all PROPERTIES, with no violations that remain
uncured following written notice and expiration of any cure period, as determined
in the sole reasonable discretion of CITY, this AGREEMENT shall terminate
upon a signed writing by CITY.
C. Extension. Extension of the Term shall be allowed at the sole reasonable
discretion of CITY upon a signed writing executed by the City Attorney and City
Manager, or their designees.
SECTION 11. RECORDATION.
A. Recordation of Agreement. The Parties agree this AGREEMENT shall be
recorded in the Official Records of Orange County, California, within 16 days of
the Effective Date against each of the PROPERTIES. BUYER shall pay for the
costs of recordation and such recordation shall constitute constructive notice to
all future successors in interest to the PROPERTIES.
Page 33 of42
B. Withdrawal of Lis Pendens. Upon execution of this COMPLIANCE
AGREEMENT, CITY shall withdraw the recorded Notices of Pendency of Action
filed at the Orange County Clerk-Recorder's Office against PRIOR PROPERTY
OWNER on [insert dates].
C. Disclosure Obligation. BUYER shall disclose the existence of this
COMPLIANCE AGREEMENT and its recorded status to any prospective
purchaser, lessee, or encumbrancer of any of the PROPERTIES prior to the
execution of any purchase and sale agreement, lease, or encumbrance
instrument.
D. Release Upon Compliance. Upon the termination of this COMPLIANCE
AGREEMENT, CITY shall, within 15 days thereafter, execute and record a
Release in the Official Records of Orange County, California, at BUYER's
expense, which release shall acknowledge the termination of the obligations
herein as to each PROPERTY.
SECTION 12. ASSIGNMENT.
E. General Obligation. BUYER shall not assign its ownership interest in any
PROPERTY or any interest in any lease, sublease, license, or sublicense, unless
the prospective assignee agrees in writing to assume all of the duties,
obligations, and responsibilities set forth herein.
F. Notice of Proposed Transfer. Prior to any proposed sale, assignment, transfer,
or conveyance of any PROPERTY, BUYER shall provide CITY with no less than
30 days' prior written .notice that shall identify the proposed transferee and
include the proposed terms of any transfer.
G. Assumption Agreement. No Transfer shall be effective unless, prior to or
concurrently with such transfer, the transferee executes and delivers to CITY a
written assumption agreement, in a form acceptable to the CITY, whereby the
transferee expressly assumes all of BUYER's obligations under this
COMPLIANCE AGREEMENT with respect to the transferred PROPERTY. Any
purported Transfer that does not comply with these express terms shall
constitute a Default and shall entitle CITY to pursue all remedies available under
Section 8.13.
H. Release of Transferring Owner. Upon CITY's written approval of an
assumption agreement and the completion of any transfer, the transferring
BUYER shall be released from obligations herein after the date of transfer as to
the transferred PROPERTY, but shall remain liable for any obligations accruing
or Defaults occurring prior to the date of any Transfer.
SECTION 13. INDEMNIFICATION.
BUYER shall indemnify, defend (with counsel acceptable to CITY), and hold harmless
CITY its officers, officials, employees, agents, and volunteers from and against any and
all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees)
arising out of or related to: (i) BUYER's performance or non-performance of its
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obligations under this AGREEMENT; (ii) any condition of any PROPERTY during
BUYER's period of ownership; or (lii) BUYER's operations on any PROPERTY. This
indemnification obligation shall survive the termination of this AGREEMENT.
SECTION 14. LEGAL ADVICE.
Each Party represents and warrants to the other the following: they have carefully read
this COMPLIANCE AGREEMENT, and in signing, 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, or having knowingly chosen not to
consult legal counsel as to the matters set forth; and have freely signed this
COMPLIANCE AGREEMENT without any reliance upon any agreement, promise,
statement, or representation by or on behalf of the other Party, or.their respective
agents, employees, or attorneys; except as specifically set forth herein, and without
duress or coercion, whether economic or otherwise.
SECTION 16. REPRESENTATIONS AND WARRANTIES OF BUYER.
BUYER represents and warrants for the benefit and reliance of the CITY as follows:
I. Entity Status. BUYER validly exists under the laws of the State of California (or,
if formed in another state, is duly qualified and authorized to conduct business in
California), and is authorized to carry on its business;
J. Authority. BUYER has the power and authority to enter into this COMPLIANCE
AGREEMENT; and
K. Binding Obligation. This COMPLIANCE AGREEMENT shall be a legal, valid,
and binding obligation of BUYER, enforceable against BUYER and its
successors and assigns in interest in the PROPERTIES, and each portion
thereof, in accordance with its terms, subject to applicable bankruptcy laws and
equitable principles.
SECTION 16. TIME OF THE ESSENCE.
Time is expressly made of the essence with respect to the performance by CITY and
BUYER of each and every obligation and condition herein.
SECTION 17. ATTORNEY'S FEES.
In addition to any other remedies provided herein or available under applicable laws, if
either Party commences an action against the other Party arising out of, or in
connection with, this COMPLIANCE AGREEMENT, the prevailing Party shall be entitled
to recover from the non-prevailing Party its costs of suit, including, but not limited to, its
reasonable attorneys' fees, expert witness fees, and costs of investigation.
Page 35 of42
SECTION 18. INTEGRATION.
This COMPLIANCE AGREEMENT contains the entire understanding between the
Parties relating to the transaction contemplated, except as otherwise provided. All prior
and contemporaneous agreements, understandings, representations, and statements,
oral or written, are merged and shall be of no further force or effect. Each Party is
entering into this COMPLIANCE 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 COMPLIANCE AGREEMENT constitutes 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 19. SEVERABILITY.
If any portion of this COMPLIANCE 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 20. AMENDMENT.
No amendment, modification, or supplement of this COMPLIANCE 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 21. NOTICES.
All notices permitted or required under this COMPLIANCE.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. Notices shall be in writing and
shall be deemed duly given when: (i) personally delivered; (ii) sent by nationally
recognized overnight courier; (iii) sent by certified mail, return receipt requested,
postage prepaid; or (iv) sent by email with written confirmation of receipt:
BUYER: CITY: City of Santa Anal
[Address] City Attorney's Office, M-29
[City, State, Zip] PO Box 1988
Santa Ana, CA 92702
SECTION 22. JURISDICTION —VENUE.
This COMPLIANCE AGREEMENT has been executed and delivered in the State of
California and the validity, interpretation, performance, and enforcement of any of its
clauses shall be determined and governed by the laws of the State of California. Both
Parties further agree that Orange County, California shall be the venue for any action or
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proceeding that may be brought or arise out of, in connection with, or by reason of this
COMPLIANCE AGREEMENT.
SECTION 23. COUNTERPARTS.
This COMPLIANCE AGREEMENT may be executed in multiple counterparts, each of
which shall be deemed to be an original and all of which together shall constitute one
document. Electronic signatures shall be deemed valid and binding to the same extent
as original signatures.
[signature page follows]
Page 37 of42
SIGNATURE PAGE FOR
COMPLIANCE AGREEMENT FOR REAL PROPERTY
LOCATED AT (PROPERTY ADDRESSES 1, 2, AND 3)
IN WITNESS WHEREOF, this Agreement is executed on the dates set forth below.
CITY:
Dated: CITY OF SANTA ANA, a charter law city
and municipal corporation, duly organized
and existing under the Constitution and
laws of the State of California
By:
Alvaro Nunez, City Manager
ATTEST: CITY OF SANTA ANA, a charter law city
Dated: and municipal corporation, duly organized
and existing under the Constitution and
laws of the State of California
By:
Jennifer L. Hall, City Clerk
BUYER:
Dated:
Name:
Title:
[signatures continued on next page]
Page 38 of 42
APPROVED AS TO FORM:
SONIA R. CARVALHO
CITY ATTORNEY
City of Santa Ana
Dated:
TAMARA BOGOSIAN
Senior Assistant City Attorney
BRANDON SALVATIERRA
Assistant City Attorney
Attorneys for CITY OF SANTA ANA
Page 39 of 42
EXHIBIT A
LEGAL DESCRIPTIONS OF PROPERTIES
PROPERTY 1 — (PROPERTY ADDRESS 1): Intentionally Omitted
PROPERTY 2 — (PROPERTY ADDRESS 2): Intentionally Omitted
PROPERTY 3 — (PROPERTY ADDRESS 3): Intentionally Omitted
Page 40 of42
EXHIBIT B
SETTLEMENT AGREEMENT
Intentionally Omitted
Page 41 of 42
EXHIBIT C
VIOLATIONS — INSPECTION REPORTS, NOTICES OF VIOLATION,
AND ADMINISTRATIVE CITATIONS
Intentionally Omitted
.Page 42 of 42