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IN,cl-' ;ANCE N0T rtFi2tJMED A-2019-433 WORK 111AY RHOGE PfD CLEEi IK 0)F GOU'' ll- "xrr- MAR 1 1 2015 QREIMBURSEMENT AND INDEMNIFICATION AGREEMENT t) ' c9R 2i BETWEEN THE CITY OF SANTA ANA AND CHICK-FIL-A, INC., A GEORGIA CORPORATION, FOR THE PAYMENT OF FEES AND COSTS RELATED TO ANNEXATION PROCESSING FOR THE 17th AND TUSTIN ANNEXATION This Agreement ("Agreement") is entered into as of January 15, 2019, by and between the CITY OF SANTA ANA, a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California ("City"), and Chick- fil-A, Inc., a Georgia corporation ("Developer"), who agree as follows: Recitals. This Agreement is made with reference to the following facts and circumstances: A. The Developer has filed the necessary applications with the County of Orange to develop a portion of the 3.3 acre vacant commercial site at the northeast corner of Tustin Avenue and 171h Street within County unincorporated Island No. 25 ("Property") comprised of APN #s 396-303-01 to -28, 396-304-01 to -11, 396-312-01 to -08, -11, 396- 313-01 to -03, -06 to -11, and 396-314-01 to -06. B. Developer is seeking entitlements to certain real property consisting of a portion of a 3.3 acre vacant parcel on which an In -N -Out Burger restaurant and a Chick- fil-A restaurant will be developed with remaining vacant land for future potential tenant use for a to -be -determined commercial development (the "Project"). C. The City of Santa Ana has the opportunity to annex the entire county island given that the island is within the City of Santa Ana's sphere of influence. D. The City, Developer and LAFCO have been working on the annexation of this site into the Santa Ana City limits (the "Annexation"). E. City believes it is in the public interest for Developer to pay for some portion of the Services described in Section 2 below, and City also acknowledges and agrees that given the financial benefit to City of the Developer's commercial improvements to the Property, City will also share in some portion of the cost for such Services, based on the Cost Cap for Developer, as defined below. F. Developer desires to move forward with the processing of its Project subject to the reimbursement obligations set forth herein. 2. Agreement to Pay for Services. Developer agrees to pay for professional costs and expenses related to the various services that are necessary or appropriate, in the City's sole determination, to effectuate the Annexation, and that are performed by City employees or contractors, but subject to the Cost Cap as provided for in Section 4.17 of this Agreement (the "Services"), 3651962803