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HomeMy WebLinkAbout65A - SANTORA BUILDING AD HOC RPTREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: SANTORA BUILDING AD HOC REPORT 1 CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1 s' Reading ? Ordinance on 2"' Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER In light of the property owner of the Santora Building considering the sale of the historic building (located at 207 N. Broadway) to a religious institution, supporters of the arts and the Downtown Artists Village attended public meetings of the City Council to protest the sale. Because of the significant investment made by the City in the Downtown Artists Village and the City's support of the arts, Mayor Pulido appointed an ad hoc committee consisting of City Council Members David Benavides, Carlos Bustamante and Michele Martinez to review prior agreements between the owner of the Santora Building, the City and its former Community Redevelopment Agency (CRA). The Ad Hoc Committee met on May 24, 2012 at 3:00 pm. After receiving a report from staff and comments from numerous community members representing the arts and the Artists Village, the Ad Hoc Committee directed staff to prepare this report to Council and to include as attachments the former agreements and easements referenced in the report. Analysis 1. Previous Agreements • Feb. 20, 2001 -Rehabilitation Loan Agreement between CRA and Santora Partners for $450,000 (Exhibit 1). Loan Agreement dated April 27, 2001. Contains use covenant for "art related uses" for 10 years (Section 401 A) and Attachment No. 4 "Use Covenants and Permitted Uses" with 80% of leasable square footage of Santora Building, excluding restaurant area, for art-related uses. 65A-1 Santora Building Ad Hoc Report July 2, 2012 Page 2 • August 29, 2002 - Rehabilitation Loan Agreement between CRA and Memphis Partnership for $10,000 (Exhibit 2) for restaurant improvements. • September 16, 2002 -First Amendment to Rehabilitation Loan Agreement between CRA and Memphis Partnership (loan dated Oct. 9, 2002) for additional $20,000 for "excess rehabilitation costs" (Exhibit 3). Outside consultant (Willdan) monitored construction and progress payments. • April 27, 2011 -Art use covenant expired. • May 31, 2011 - Request for Full Reconveyance was granted. • Purpose of agreements was achieved; loans fostered artists/restaurant uses and activities in Artist's Village, which continues to thrive today. II. Protections Provided by Historic Designation • Listed on both the National Register of Historic Places and the Local Registry - restricts interior changes (Exhibit 4); • Exterior/fagade easements (1982 - Heritage Orange County); (1986 - Santa Ana Historical Society) (Exhibit 5); • Additional interior easements (2) held by Heritage Orange County; restrictive wording for example: "in no way shall office square footage be expanded by the movement of existing partitions between the common open space areas and the current office areas as set forth in Exhibit B" (which is an architectural rendering of the spaces showing square footage, doorways, etc) (Exhibit 6); • Holder of Easements is the enforcer of restrictions. All easements are recorded against the property and run with the land. III. Building Code Issues The Santora Building is structurally sound. Should a change in the use/occupancy of the building arise, the following building codes apply and structural changes may be required. The City will not issue permits contrary to the historical protections provided by the designations and easements. 1. Change of Occupancy: Section 3408.1 of the 2010 CBC states "no change shall be made in the use or occupancy of any building that would place the building in a different division of the same group of occupancies or in a different group of occupancies, unless such building is made to comply with the requirements of this code for such division or group of occupancies." 65A-2 Santora Building Ad Hoc Report July 2, 2012 Page 3 Currently the occupancy groups for the building are M and B. Any future assembly use, including gatherings of persons for purposes such as social or religious functions shall be classified as Assembly Group A-3. If there is a change of occupancy group to an Assembly Group A-3, all the code requirements for A-3 occupancy requirements in the current code will be required to be met. These requirements include: a. Allowable building area and height per Chapter 5 of the CBC; b. Exiting requirements - since the use of the building and the number of occupants will change, a new exiting analysis will be required and additional exits as well as fire-resistive rated assemblies may be required; c. Due to when the existing building was constructed, the existing exits and exit stairways may not comply current CBC standards and may be required to be brought up to current requirements; d. One of the existing exit stairways discharge into a dead end alley way that may not comply current CBC standards and may be required to be brought up to current requirements for exit discharge; e. Plumbing fixture requirements - due to change in occupancy, additional plumbing fixtures may be required based on the current California Plumbing Code. 2. Structural (Seismic): Section 3408.4 of the 2010 CBC states "when a change of occupancy results in a structure being reclassified to a higher occupancy category, the structure shall conform to the seismic requirements for a new structure of the higher occupancy category". If the change in occupancy results in the building be placed in a higher occupancy category as listed in the structural provisions of the 2010 CBC, the seismic load requirements may increase. For example, from a category II to III, the required increase in seismic requirements would be 25 percent, therefore, the building may have to be evaluated for the additional load requirements. 3. Structural (Floor Loads): The current B occupancy may have been designed with a floor load of 50 pounds per square foot (psf), which may not support the assembly or public room requirement of 100 psf. A structural engineer will have to evaluate the existing design for possible increased floor structural loads. 4. Disabled Accessibility: Section 3411.4 of 2010 CBC provides provisions for complete change of occupancies with requirements for disabled accessible path of travel, routes, restrooms and parking. 65A-3 Santora Building Ad Hoc Report July 2, 2012 Page 4 Also, federal ADA requirements will be required to be met. Please note that new 2010 ADA Standards apply to newly constructed and altered State and local government facilities that start construction on or after March 15, 2012. IV. Zoning and Uses • Use as church (community assembly) permitted in Transit Zoning Code on 2nd or upper floors or behind retail; • Parking - onsite not required due to availability in the four parking garages in the Downtown area. V. Economic Impact on Community Management District (CMD) • If the Santora Building is purchased and used by a religious or educational institution, the owner may apply for a property tax exemption. If the property is exempted, the City may lose property taxes and could receive a reduced payment into the CMD fund. VI. Future Considerations • A potential buyer has made an offer on the Santora Building and entered into escrow. The City cannot interfere with the private economic transaction. • The Redevelopment Agency is dissolved; The City no longer has funding for this type of transaction. Private sector can negotiate use covenants. • The City can emphasize importance of arts in upcoming Strategic Plan. • The City remains committed to preserving historic buildings and supporting the arts. FISCAL IMPACT There is no fiscal impact associated with this action. Sonia R. Carvalho City Attorney ?a '-?haln UJA Nancy T. wards Interim Exe utive Director Community Development Agency '72y M. Trevino Executive Director Planning & Building Agency 65A-4 Santora Building Ad Hoc Report July 2, 2012 Page 5 SRC/kg Exhibits 1. Rehabilitation Loan Agreement & Use Covenant, $450,000 2. Rehabilitation Loan Agreement, $10,000 3. First Amendment to Rehabilitation Loan Agreement, $20,000 4. National Register of Historic Places 5. Easements, Heritage Orange County and Santa Ana Historical Society 6. Interior Easement Restriction 65A-5 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civie Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director REHABILITATION LOAN AGREEMENT AND USE COVENANT by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA and SANTORA PARTNERS, LLC Dated: W,?,1 l., '2-f1 I-a-p ( 41 Exhibit 1 65A=6 REHABILITATION LOAN AGREEMENT AND USE COVENANT THIS AGREEMENT is entered into as of the ? day of {(1-1 C? 2001 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic (the "Agency") and SANTORA PARTNERS, LLC, a Delaware Limited Liability Company (the "Developer"). RECITALS A. Agency is engaged in implementation of the Redevelopment Plan for the City of Santa Ana Redevelopment Project Area (the "Redevelopment Plan" for the "Project Area") in the City of Santa Ana, California (the "City"). B. Pursuant to the California Community Redevelopment Law and the Redevelopment Plan, Agency is entering into this Agreement in order to obtain substantial rehabilitation of the building in the Project Area, increase employment opportunities within the Project Area, generate additional taxes with which the community can improve and provide an environment for the social, economic and psychological growth and well-being of all citizens. C. Developer has requested assistance from the Agency for rehabilitation of the Santora Building and certain other improvements of the Property. The Agency is authorized to provide assistance pursuant to Health and Safety Code § 33444.5. D. In order to make possible the rehabilitation of the Property, thereby increasing business and employment opportunity in the project area and eliminating blight, Agency is willing to provide financial assistance on behalf of the Developer. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Developer and Agency agree as follows: [§ 1001 DEFINITIONS AND PURPOSE OF AGREEMENT §101 Puipose of this Agreement.` The purpose of tKis Agreement is to effectuate the Redevelopment Plan for the Project Area by providing for the improvement of the Property (the 'Project"). The improvement of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City and the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan. §102 Intentionally Omitted. § 103 The Project Area. The Project Area is located in the City, and the exact boundaries of the Project Area are specifically described in the Redevelopment Plan. 65A-7 § 104 The Property. The Property is that portion of the Project Area located at 201-215 North Broadway and generally bounded on the south by Second Street, on the west by Broadway Street, and is more fully described in "Legal Description" of the Property attached hereto as Attachment No. 1 and incorporated herein by reference. The words "Property" and "Site" shall be used interchangeably. The Santora Building (`Building') exists on the Property. .§ 105 Parties to this Agreement A. The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seg.) The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California, 92702. "Agency," as used in this Agreement, includes the Community Redevelopment Agency of the City of Santa Ana and any assignee of or successor to its rights, powers and responsibilities. B. 'Me Developer. Developer is Santora Partners, LLC, a Delaware Limited Liability Company. The principal address of the Developer is 1200 North Main Street, Suite 900, Santa Ana, CA 92702. Developer acknowledges and warrants that it has legal or equitable fee ownership of the Property. Developer hereby designates Michael Harrah, the Managing Member, as its manager for the Project. §200 THE PROJECT §201 Improvement of the Property A. Scope of Development. Developer agrees to rehabilitate the Property for the purposes of maintaining a quality restaurant.and art related uses therein. Said restaurant shall be operated in accordance with the standards specified in "Restaurant Operational Standards," Attachment No. 2, attached hereto and incorporated hereinYay reference. Developer currently proposes that the restaurant portion of the building will be leased to the Memphis General Partnership ("Memphis"). The Executive Director of the Agency shall not unreasonably withhold approval of amendments to the scope of development in order to facilitate a restaurant and art related uses in the Building of similar character and quality. B. Improvement Plans. Developer shall prepare architectural, site and construction plans, including a schedule for completion (the "Improvement Plans") and submit them to the Agency's Executive Director. Developer shall consult with Memphis regarding the necessary 2 65A-8 construction materials, products and other items needed for the restaurant portion of the Project, which shall be included in the Improvement Plans. The Improvement Plans shall contain the improvements listed in "Interior and Exterior Physical Improvements," Attachment No. 3, attached hereto and incorporated herein by reference. The Improvement Plans shall comply with all applicable state and local laws and regulations, the Redevelopment Plan, and the Scope of Development. Both the restaurant and non-restaurant improvements in Attachment No. 3 shall be completed simultaneously. No construction shall take place except in accordance with the Improvement Plans as approved by the Agency. ' C. Consultants. Developer shall hire a consultant or consultants ("the Consultants"), approved by the Executive Director, to help Developer with the design of the interior and exterior improvements; to maintain the historic character of the Building and area; and to help prepare and process the Improvement Plans. D. The Contractor. The contractor ("Contractor") for the Project must be approved by both the Executive Director of the Agency and Developer. E. Agency Approval of Improvement Plans. The Agency's Executive Director shall have the right of reasonable review of all Improvement Plans and related documents for the development, including any proposed changes therein. The Agency shall approve or disapprove such Improvement Plans, or part thereof, within the time established in the schedule for completion. Such approval shall,not be unreasonably withheld. Any such disapproval shall state in writing the reasons for disapproval. Developer, upon receipt of a notice of disapproval, shall revise such portions of the Improvement Plans in a manner that reasonably satisfies the reasons for disapproval and shall submit such revised portions to the Agency as soon as possible. F. Cost of Rehabilitation. The cost of rehabilitating and/or constructing all improvements for the Project shall be borne by Developer. G. City and Other Governmental Agency Permits. Prior to the commencement of rehabilitation and/or construction of the improvements upon the Site, Developer shall (at its own expense) secure, or cause to be secured, any and all permits, licenses, approvals, exemptions and other authorization which may be required by the City or any other governmental agency affected by such rehabilitation and/or construction. :t H. Rights of Access During Construction. Representatives of the Agency and the City shall have the reasonable right of access to the Property without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in rehabilitating and/or constructing the improvements. I. Ant discrimination During Construction. The Developer, for itself and its successors and assigns, agrees that in the rehabilitation and/or construction of improvements on the 65A-9 Property provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. J. Certificate of Completion. Promptly after the completion of all work set forth in this Agreement and in the Improvement Plans, and upon the written request by the Developer, the Agency shall famish Developer with a Certificate of Completion, which shall evidence and determine the satisfactory completion of such work. The Certificate of Completion shall not be withheld or delayed by the Agency unless Developer shall have failed to satisfactorily complete the construction and/or rehabilitation required by this Agreement in substantial compliance with the terms and provisions hereof and the Improvement Plans. Such Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. §300 LOAN OBLIGATION BY AGENCY [§301] Agency Loan Amount. In order to make the development of the Project economically feasible, Agency, subject to the terms and conditions hereinafter set forth, agrees to provide Developer a loan ("Loan's in the principal amount of no more than Four Hundred Fifty Thousand Dollars ($450,000) (the "Maximum Loan Amount"). [§302] Note and Deed of Trust. The Loan shall be evidenced by the Loan Note in the form attached hereto as Attachment No. 5. The Loan shall be secured by the Agency Loan Deed of Trust ("Trust Deed") in the form attached hereto as Attachment No. 6. The Trust Deed shall be subordinate to any and all deeds of trust to secure financing for the purchase or refinancing of the Property, or to provide improvements to the Building, which deeds of trust collectively shall not encumber the Property in excess of Five Million Dollars.($5,000,000.00). [§303] Conditions Precedent for Disbursement of Loan Proceeds. Agency shall be obligated to disburse Loan proceeds only if and when the following conditions have been satisfied: A. Developer shall have duly signed the Loan Note and delivered it to Agency; B. the Trust Deed shall have been recorded in the Official Records of the County; C. Agency approval of the Improvement Plans urs t to Section [201 E] of this Agreement; t loo vN zea???fcb? ?2e v/ ?,?+?,t,d ?_ Vt D . Agency receipt of a copy of a signed lease agreement between Developer and Memphis for the restaurant in the Building, which lease shall contain the operational standards as contained in Attachment No. 2 of this Agreement; E. Developer, or its authorized agent as approved by the Agency, has obtained the 4 65A-10 necessary building permits, licenses, approvals, exemptions and other authorization of governmental agencies required in connection with construction of the Project; and F. the Executive Director shall be satisfied, based on his own inspections or other reliable information, that the development of the Project is progressing satisfactorily in accordance with the Improvement Plans and otherwise in conformance with all laws and other requirements. .[§304] Disbursement Procedures for Loan. A. The Loan proceeds shall be disbursed in the course of construction to pay Project costs as incurred by Developer. The Loan proceeds shall be disbursed on an invoice by invoice basis for the Project. Disbursements shall be made only upon Developer's written request which shall include true and correct copies of invoices for the Project. Disbursement requests shall be submitted no less than ten (10) business days prior to the date of the requested disbursement. B. Agency may make any disbursement by check payable jointly to Developer and Contractor; on a voucher basis; or by any other means reasonably selected by the Executive Director and approved by Developer. [§305] Other Terms and Conditions of Loan. A. The Note shall become immediately due and payable, in the event of any of the following: (1) sale of the Property by Developer within five years of the effective date of this Agreement without the prior written consent of the Executive Director of the Agency; (2) failure to complete the Project, pursuant to the approved Improvement Plans, within 12 months of the effective date of this Agreement; (3) in the event that Memphis should close or otherwise vacate the Building within five years of the effective date of this Agreement, failure to lease or release the restaurant portion of the Building to a restaurant of similar character and quality, as approved 0? the Executive Director, which approval shall not be unreasonably withheld, within nine months of such closure or vacation; (4) violation of any of the use covenants and restrictions contained in section 401 of this Agreement; or (5) an Event of Default by Developer which is not timely cured pursuant section [501 ] of this Agreement. 5 65A-11 B. Upon the Developer successfully fulfilling the terms of this Agreement for exactly ten years after the recordation of the Trust Deed, the Note shall become null and void, and Developer shall not be obligated to the Agency thereunder. [§400] USE AND MAINTENANCE OF THE SITE j§401] Use Covenants and Restrictions. The Developer agrees and covenants as follows, which covenants shall run with the land and bind Developer, its successors, its assign and every successor in interest to the Property: A. that Developer will maintain for a continuous period the art related uses with the standards and limitations more fully described in Attachment No. 4 in the Building for ten years from the date of execution of this Agreement, or the termination of this Agreement, whichever occurs first, for the benefit and in favor of the Agency, its successors and assigns; and B. that Developer will maintain for a continuous period a quality restaurant with the standards and limitations more fully described in Attachment No. 2 in the Building for ten years, or five years but only if Developer can demonstrate to the satisfaction of the Executive Director, which satisfaction shall not be unreasonably withheld, that a quality restaurant is not economically feasible or viable in the Building, from the date of the execution of this Agreement, or the termination of this Agreement, whichever occurs first, for the benefit and in favor of the Agency, its successors and assigns. [§402] Maintenance of the Site. Solely at Developer's expense, Developer agrees, to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the Agency, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the Agency may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. [§403] Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees'of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 6 65A-12 [§500) DEFAULTS AND REMEDIES [§501] Event of Default. Failure or delay by either party to perform any term of provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in defaultspecifying the default complained of by the injure Y ? party. Delay in giving such notice shall not constitute a a waiver of any default nor shall it change the time of default. The defaulting party must, Nvithin thirty (30) days following service of said written notice, commence to cure, correct or reviedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Upon a default by Developer which is not cured within thirty (30) days following service of said notice, unless such default cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure but no more than ninety (90) days, the Agency shall have the right to terminate this Agreement by delivery of written notice of termination to Developer. [§502] Institution of Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. [§503] Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the right and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. [§504] Damages. In the event that the Agency is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets; provided, however, Developer's only remedy for any breach of this Agreement by the Agency shall be an action for specific performance of Agency's obligations. [§600] GENERAL PROVISIONS [§601] Conflicts of Interest. No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any,corporation, partnership or association in which he has a direct or indirect financial interest. 65A-13 The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. [§602] Nonliability of Agency Officials and Employees. No member, official or employee of the Agency shall be personally liable to the Developer in the event of any default or breach by the Agency or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. [§603] No Assignment. Developer expressly acknowledges and agrees that Agency has only agreed to assist the Developer as a means by which to induce the rehabilitation of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set fplj?? herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the Executive Director of the Agency. tloT VN Rs. %,;*#- AbLj (-%,UhaLO [§604] Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. [§605] Third Parties. This Agreement is made for the sole benefit of Developer and Agency and the Agency's successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the Agency hereunder or arising from any default by Developer, nor shall the Agency owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the rehabilitation of the Site . [§606] Control of Property. The parties acknowledge that the Agency has at no time . participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. [§607] Notices, Demands and Communications. Formal notices, demands and communications between the Agency and Developer shall be sufficiently given if dispatched by registered or certified mail, postage prepaid,. return receipt requested, to the principal addresses of the Agency and Developer as provided in Section [105] of this Agreement. [§700] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement is executed in two (2) duplicate originals each of which is deemed. to be an original. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to 65A-14 all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and Developer. "Agency" CONB4UNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic By Reekstin Executive Director Attest: &?Pounds Executive Secretary Approved as to form: By Christopher G. Norman Agency Counsel "Developer" SANTORA PARTNERS, LLC. By: Mi ael Harrah Managing Member 65A-15 ATTACHMENT NO. 1 Property - Legal Description LOTS 2? 3 AND 6 IN BLOCK 5 OF THE TOWN OF SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 51 OF MISCELLANEOUS RECORDS OF ORANGE COUNTY, CALIFORNIA. Y. 10 65A-16 ATTACHMENT NO.2 Restaurant Operational Standards 1. The restaurant must be open a minimum of five days per week. 2. The restaurant must be open for lunch, between the hours of 11:00 a.m. and 2:30 p.m. Monday through Friday. 3. The restaurant must be open for dinner, between the hours of 4:30 p.m. and 9:00 p.m. a minimum of four days per week. 4. The restaurant must be full service - full lunch and dinner menus with waiter service. 5. The restaurant must seat a minimum of forty (40) patrons indoors. .• 11 65A-17 ATTACHMENT NO.3 Interior and Exterior Physical Improvements Exterior Requirements 1. Steam clean and paint the building (or use an appropriate cleaning method not tQ destroy the building). Colors and any material changes to be approved by the Agency and Consultants. 2. All conduit, piping and other mechanical, electrical and plumbing materials are to be removed form the outside of the building. 3. New awnings are to be installed as approved by the Consultants and Developer. 4. A sign program must be approved and completed and new signs installed. Signs must be historically compatible. 5. The building will have presentation lighting approved by the Consultants, Agency, and Developer. 6. The glass blocks in the sidewalk are to be repaired so they do not leak. 7. All ironwork is to be thoroughly cleaned and properly repaired. 8. All windows are to be repaired per historical standards and repainted as approved by the Consultants and Developer. 9. Installation of a trash enclosure and bin. Interior Requirements 1. The building must be cleaned and painted: walls, ceilings, railings and ornamental work. 2. New carpet is to be installed in all areas, except the basement which may remain z. bare floor with epoxy coating. 3. New lighting fixtures that complement the building are to be installed and existing historic fixtures to be restored. Restaurant Requirements 1. The restaurant must have an outside patio. 2. The restaurant must contain quality furniture and fixtures as approved by the Consultants and Agency, and include the following: i ?A - a. Natural wood booths and/or tables, or metal tables with natural stone or glass tops; b. Flooring in public areas made of natural materials such as wood, tile, or stone; c. High quality wall accents, including original artwork and decorative lighting fixtures; and d. Serving pieces and table settings that enhance the dining experience. 12 65A-18 ATTACHMENT NO.4 Use Covenants and Permitted Uses. 1. A minimum of eighty percent (80%) of the leasable square footage of the Building, excluding the full service restaurant area, must be dedicated to and reserved for uses that are predominately related to the sale, display, teaching, or production of the arts, including but not limited to the visual and performing arts, painting, sculpture, graphics, videography, and photography. 2. Uses predominately related to the sale, display, teaching, or production of the arts include but are not limited to: a. Art galleries; b. Art studios; C. Print shops; d. Photography studios; e. Retail uses that are directly related to commerce involving the arts - e.g., art supply stores, and bookstores; f. Meeting and conference rooms open to the public for lectures, events and other meetings; g. Live performance venues for theatrical productions; and h. Offices and businesses affiliated with the arts such as digital and graphic production, advertising agencies, apparel and other types of design studios. 3. A maximum of twenty percent (201/o) of the leasable square footage of the Building, excluding the area for the full service restaurant, may be used for non art related uses including, but not limited to, hair salons, clothing stores, music stores, stationary stores, and general office uses, as approved by the Executive Director of the Agency which approval shall not be unreasonably withheld. 4. Full service restaurants are a permitted use and there is no maximum square footage for restaurants in the Building. :. 13 65A-19 ATTACHMENT NO.5 Loan Note 14 65A-20 LOAN NOTE SECURED BY DEED OF TRUST Santa Ana, California $450,000 -YfA(- ?2, 2001 FOR VALUE RECEIVED, the undersigned, SANTORA PARTNERS, LLC, a Delaware Limited Liability Company ('Borrower"), promises to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic ("Agency"), on order, at 20 Civic Center Plaza, Santa Ana, California, 92701, or such other location as the holder hereof may designate, the principal sum of Four Hundred Fifty Thousand Dollars and No Cents ($450,000.00) due and payable pursuant to the terms of that certain Rehabilitation Loan Agreement and Use Covenant entered into by and between the Borrower and Agency dated 'ZI7 AP-1L- , 2001 (the "Agreement"). This Note is secured by a Deed of Trust of even date herewith ("Trust Deed"). This Note shall not bear interest. 1. The Rehabilitation Agreement. The principal sums hereunder are being loaned by Agency to Borrower in accordance with and pursuant to the Agreement. The terms of the Agreement are incorporated herein and made a part hereof to the same extent and with the same force and effect as if fully set forth herein. An event of default by Borrower under the Agreement shall be a default hereunder, and a default hereunder shall be an event of default by Borrower under the Agreement. 2. Agency Loan. The Note represents money that will be loaned to Borrower in a series of disbursements to be made from time to time pursuant to and subject to the Agreement, in the aggregate not to exceed the principal amount of this Note. At the time of making the respective advances, it shall be unnecessary for, Borrower to execute any further notes to evidence the obligation of Borrower to pay the amount of each advance. 3. Payment of Principal and Forgiveness. The obligation evidenced by this Note shall be due and payable by Borrower to Agency exactly ten years and one day after the recordation of the Trust Deed. However, upon Borrower successfully fulfilling the terms of the Agreement for exactly ten years after the recordation of the Trust Deed, the Note shall become null and void, and Borrower shall not be obligated to the Agency thereunder. Attachment No. 5 14.1 65A-21 4. Acceleration and Other Remedies. If (a) Borrower sells the property that is subject to the Agreement within five years of the effective date of the Agreement without prior written consent of the Executive Director of the Agency; (b) Borrower fails to complete the project pursuant to the terms of the Agreement within twelve months of the effective date of the Agreement; (c) Borrower fails to lease or release the restaurant portion of the building in the event that Memphis Restaurant closes or vacates within five years of the effective date of the Agreement, to another restaurant of similar character and as quality as approved by the Executive Director which approval shall not be unreasonably withheld, within nine months of such closure or vacation; (d) Borrower violates the use covenants and restrictions in section 401 of the Agreement; (e) there is an Event of Default by Developer which is not timely cured under the Agreement; or (f) there is an event or occurrence which, pursuant to the Trust Deed, gives rise to acceleration of the indebtedness evidenced by this Note, then at the option of the holder, this obligation shall become due and payable in full, following written notice by the Agency to the Borrower. Consent to one such transaction by the holder hereof shall not be deemed to be a waiver of the right to required consent of the holder of this Note to future or successive transactions. Such notice shall be delivered in the manner as provided for notices under the Agreement,, 3. Waiver. The Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be incurred by the holder hereof in the enforcement of this Note, the Trust Deed or any term or provision of either thereof. Attachment No. 5 14.2 65A-22 4. Prepayment. Borrower shall have the right to prepay without penalty. the obligation evidenced by this Note or any part thereof. "Borrower" SANTORA PARTNERS, LLC by: ichael Harrah. Managing Member !F Attachment No. 5 14.3 65A-23 ATTACHMENT NO.6 Agency Loan Deed of Trust J. 15 65A-24 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civie Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attn: Executive Director DEED OF TRUST AND ASSIGNMENT OF RENTS THIS PEED OF TRUST AND ASSIGNMENT OF RENTS (the "Deed of Trust") made this! day of R.lc• 2001, among Santora Partners, LLC, a Delaware Limited Liability Company (the "Trustor"), First American Title Insurance Company, a California corporation, (the "Trustee"), and Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (the 'Beneficiary"). Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as Orange County APN 398-267-03, Santa Ana, California (the "Property"); TOGETHER with all the improvements now o?,hereafter erected on the propertyand all easements, rights, appurtenances and all fixtures now or hereafter attached to they Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this Deed of Attachment No. 6 15.1 65A-25 Trust or in the performance of any agreement under this Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or-are to be erected; including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by a promissory note to the Beneficiary executed by Trustor, dated Af e-k t„ `2,'? TM , 2001, in the principal amount of Four Hundred Fifty Thousand Dollars and 00 cents ($450,000.00) (the "Loan Note"); (b) the performance of the covenants and agreements of Borrower contained in a certain Rehabilitation Loan Agreement and Use Covenant (the "Agreement"), dated 1 ?- , 2001; and (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: l . The Rehabilitation Agreement. This Deed of Trust is executed and delivered, along with the Loan Note, pursuant to and in implementation of that certain Rehabilitation Loan Agreement and Use Covenant entered into by and between the Beneficiary and Trustor dated _ ftX\ L- 21 , 2001.to benefit the PTpperty, a copy of which is on file as a public record with the Beneficiary and is incorporated herein by reference (the "Agreement"). Trustor acknowledges that but for the execution of this Deed of Trust, the Beneficiary would not enter into the Agreement or Loan Note secured by this Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that other than this Deed of Trust, the Security is not encumbered. Attachment No. 6 15.2 65A-26 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal and interest, if any, as required by the Loan Note secured by this Deed of Trust. 4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to any and all obligations secured by deeds of trust, or any other security agreement, to secure financing for the purchase or refinancing of the Property, or to provide improvements thereto, which obligations collectively, shall not encumber the property in excess of Five Million Dollars ($5,000,000.00). 5. Prior Mortgages and Deeds of Trust; Charges; Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien which has priority over this Instrument, including Trustor's covenants to make payments when due. Trustor will pay all taxes, assessments and other charges, fines and impositions attributable to the Security which may attain a priority over this Deed of Trust, by Trustor making any payment, when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor will promptly discharge any lien which has priority over this Deed of Trust; provided that Trustor will not be required to discharge the lien of the Deed of Trust securing the First Lender Note or any other lien described in this paragraph so long as Trustor will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the.lien or forfeiture of the Security or any part thereof. 6. Hazard Insurance. Trustor will keep the Security insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of the First Lender Note and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive 30 days' advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds, subject to the rights of the First Lender, will be applied to restoration or repair of the Attachment No. 6 15.3 65A-27 Security damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, again, subject to the rights of the First Lender, the insurance proceeds will be used to repay the grant under this Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30 days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance- benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Security or to repay the loan. If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition subject to the rights of the First Lender. 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 8. Protection of the Beneficiary's Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects the Beneficiary's interest in the Security, including, but not limited to, default under the Deed of Trust securing the First Lender Note, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the. Beneficiary, at the Beneficiary's option, upon notice to Trustor, may make such appearances, disburse such sums and take such action as it determines necessary to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such amount will be payable upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Loan Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiary to insure any expense or take any action hereunder. Attachment No. 6 15.4 65A-28 9. Inspection. The Beneficiary may make, or cause to be made, reasonable entries upon and inspections of the Security; provided that the Beneficiary will give Trustor reasonable notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance-or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 11. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors.and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this Deed of Trust. 13. Joint and Several Liability. All covenants and agreements of Trustor shall be joint and several. 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at 1200 North Main Street, Suite 900, Santa Ana, CA 92702, and (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention: CDA, or at such other address as the Beneficiary may designate by notice to Trustor as provided above. Notice shall be effective as of the date received by the Beneficiary as shown on the return receipt. 15. Governing Law. This Deed of Trust shall be governed by the laws of the State of California. 16. Severability. In the event that any provision or clause of this Deed of Trust or the Loan Note conflicts with applicable law, such conflict will not affect other provisions of this Deed of Trust or the Loan Note which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Loan Note are declared to be severable. Attachment No. 6 15.5 65A-29 17. Ca tions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 18. Default in Foreclosure; Remedies. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust or the Loan Note secured by this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, the Beneficiary may declare all sums-secured by this Deed of Trust immediately due and payable by delivering to Trustor notice thereof specifying: (1) The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from the date the notice is received by Trustor as shown on the return receipt, by which such breach is to be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the non-existence of default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver. appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed o4jrust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Attachment No. 6 15.6 65A-30 The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by the Beneficiary to enforce this Deed of Trust discontinued-at any time prior to-5 days before sale of the Security pursuant to-the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if. (a) Trustor pays the Beneficiary all sums which would be then due under this Deed of Trust and no acceleration under the Loan Note has occurred; (b) Trustor cures all breaches of any other covenants or agreements Trustor contained in this Deed of Trust and the Covenants; (c) Trustor pays all reasonable expenses incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust and the Covenants, and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and (d) Trustor takes such action as the Beneficiary may reasonably require to assure that the lien of this Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 20. Acceptance by Trustee Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 21. Reconveyaance. Upon payment or forgiveness of all sums secured by this Deed of Trust, the Beneficiary will request the Trustee to reconvey the Security and will surrender this Deed of Trust and the Loan Note to the Trustee. The Trustee will reconvey the Security without warranty and without charge to tlW person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 22. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. Attachment No. 6 15.7 65A-31 23. Request for Notice. Trustor requests that copies of the notice of default and notice of sale be sent to Trustor at the address set forth in Section 14 above. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. "Trustor" SANTORA PARTNERS, LLC by: , Michael Harrah Managing Member r !+ Attachment No. 6 15.8 65A-32 State of California County of Orange On Q q C>-q 2001, before-me, ! S f'i[% e- c S?. a Notary Public , personally appeared Michael Harrah, Managing Member for Santora Partners, LLC, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Attachment No. 6 15.9 CHRISTINE M. ENGLISH COM OM - 3 NO ARYM UBt#iC•CAVFOR37 NIA •+ ORANGE COUNTY o WW.WMY Comm. E"'. I .. 20, 2001 V (SEAL) 65A-33 EXHIBIT A PROPERTY DESCRIPTION LOTS 2,3 AND 6 IN BLOCK 5 OF THE TOWN OF SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECQRDED IN BOOK,2, PAGE 51 OF MISCELLANEOUS RECORDS, OF ORANGE COUNTY, CALIFORNIA. Attachment No. 6 15.10 65A-34 REHABILITATION LOAN AGREEMENT THIS AGREEMENT, made and entered into this 29th day of August, 2002 by and between Memphis Partnership, California general partnership (hereinafter "Developer"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. In 2001, the Agency entered into a $450,000 building rehabilitation agreement with Santora Partners LLC, (the "Santora Agreement") to assist in the rehabilitation of a portion of the property located at 201 North Broadway, commonly known as The Santora Building, for construction of a restaurant to be operated by the Developer. The Santora Agreement included certain occupancy and use covenants imposed upon Santora Partners LLC some of which, in fact, will be satisfied by the Developer. B. The actual cost of completion of the scope of work under the Santora Agreement exceeded the loan amount. Rather than seeking an amendment to the Santora Agreement, the Developer paid a total of $30,000 in expenses that were within the scope of improvements for the Santora Agreement (the "Excess Rehabilitation Costs'). C. The Developer seeks an initial loan of $10,000.00 to partially offset some of the Excess Rehabilitation Costs and is willing to be bound to the same terms as the Santora Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Purpose of this Agreement. The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project Area by providing for the improvement of the Property (the "Project"). The improvement of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City and the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan. 2. The Project Area. The Project Area is located in the City, and the exact boundaries of the Project Area are specifically described in the Redevelopment Plan. 3. The Property. The Property is that portion of the Project Area located at 20lNorth Broadway as more fully described in the Santora Agreement. Exhibit 2 65A-35 r 4. Certification of Improvement of the Property. Developer represents and warrants that the loan amount is not less than funds actually expended by .Developer for improvements to the Property within the approved scope of the Santora Agreement and was expended in furtherance of the obligation therein to rehabilitate the Property for the purposes of developing and mainta.ning a quality restaurant therein. 5. Rights of Agency to Review Costs. Representatives of the Agency shall have the right to review and audit all of the expenses made by Developer which are being reimbursed by the Agreement. To the extent the Agency is not reasonably satisfied with the audit results, Developer shall promptly repay that portion of the loan. 6. Agency Loan Amount and Terms. Subject to the terms and conditions hereinafter set forth, and of the Santora Agreement, Agency agrees to provide Developer a loan ("Loan") in the principal amount of Ten Thousand Dollars ($10,000.00) (the "Loan Amount"). The Loan shall become due or forgiven on the same terms and under the same conditions as apply to the Promissory Note evidencing the loan in the Santora Agreement. Where not inconsistent with the terms hereof, the terms of the Santora Agreement are hereby incorporated herein as if set forth in full. 7. No Assignment. Developer expressly acknowledges and agrees that Agency has only agreed to assist the Developer as a means by which to induce the rehabilitation of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. 8. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 9. Third Parties. This Agreement is made for the sole benefit of Developer and Agency and the Agency's successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the Agency hereunder or arising from any default by Developer, nor shall the Agency owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the rehabilitation of the Site . 10. Notices. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Agency: And: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-1 98 8 65A-36 e Agency General Counsel Office of the City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Developer: Memphis Partnership Attn. Mr. Daniel Bradley 201 N. Broadway Santa Ana, California 92701 11. Entire Agreement Waivers and Amendments. This Agreement is executed in two (2) duplicate originals each of which is deemed to be an original. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and Developer. [Signatures provided on next page] 65A-37 "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic By / hn Reekstin Executive Director Attest: John e tin Secre ary "Developer" MEMPHIS PARTNERSHIP. By: -? Daniel Bradley Partner 65A-38 FIRST AMENDMENT TO REHABILITATION LOAN AGREEMENT THIS AMENDMENT, made and entered into this 9th day of October, 2002 by and between Memphis Partnership, California general partnership (hereinafter "Developer"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. On August 29, 2002, the Agency and the Developer entered into that certain Rehabilitation Loan Agreement (the "Rehabilitation Agreement") for the purpose assisting in the costs of rehabilitating an historic building known as the Santora Building. The Developer incurred at least $30,000 in Excess Rehabilitation Costs (as that term in defined in the Rehabilitation Agreement), $10,000 of which the Agency already has loaned loan to the Developer. B. The Agency and the Developer now seek to amend the Rehabilitation Agreement to loan the balance of $20,000 in Excess Rehabilitation Costs to the Developer under the same terms and conditions as the initial loan. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Amendment. Paragraph 6 of the Rehabilitation is hereby amended to read as follow: "6. Agency Loan Amount and Terms. Subject to the terms and conditions hereinafter set forth, and of the Santora Agreement, Agency agrees to provide Developer a loan ("Loan') in the principal amount of Thirty Thousand Dollars ($30,000.00) (the "Loan Amount"). The Loan shall become due or forgiven on the same terms and under the same conditions as apply to the Promissory Note evidencing the loan in the Santora Agreement. Where not inconsistent with the terms hereof, the terms of the Santora Agreement are hereby incorporated herein as if set forth in full." 2. Effect of Amendment. Except as expressly amended hereby, the Rehabilitation Agreement shall remain in full force and effect. "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, By Reekstin Executive Director Exhibit 3 65A-39 Attest: 4/1 John Reekst Secretary "Developer" MEMPHIS PARTNERSHIP By: Daniel Bradley General Partner 65A-40 FNR-8.100 (11-70) United States Department of the Interior Heritage Conservation and Recreation Service National Register of Historic Places Inventory--Nomination Form See instructions In How to Complete National Register Forms RECEI V Type all entries-complete applicable sections 1. Name clip historic Santora Building and/orcommon ,?,,....•._„8ani,ora Rui 7.fli n<_r 2. Location. street: & number 207 N. Broadway .:n/a not for publication ' city, town Santa Ana 'Va vicinity of congressional district 38th state California code 06 county Orange code 059 3, Classification Category' :... ;Qwnq ship ? district ..; ' pubic ''.. .Status ::. occu (ed Prosent'Use... i t X building(s) 1 --private p unoccupied - agr cul ure __X_ commercial _ use_um ???` '" structure • ^ both work In progress - educational : private residence - alto Public Acquisition Accessible - entertainment _ religious object - in process ^ yes: restricted _ government scientific _ being considered X n/a X yes: unrestricted - Industrial _ transportation - no _ military other: 4. Owner of Property name Kilkenny Associates., A n- if , ?? + a ?1 OYn'1 a m e+ z aYrlArGh, _ street & number. 567 San Nicholas • Drive city, town Newport Beach ?/a vicinity of state CA 92660 5. Location of Leg" I Description courthouse, reglstryof deeds, etc. Oran e County Recorders Office street & number 630 N. Broa city, town Santa Ana state CA 6. Representation in Existing Surveys title (contributor to district) Santa Ana Hi stnrie siir?7ay has this property been determined elegible? 2 yes _ no date March 19 80 X_._. federal -stale _X._ county -local depository for survey records State Office of Historic Preservation E hibit x ?- city. town Sanramani-.n /? 65A-41 elafe r+a 7. Description Condition Check one Check one ?.. excellent ___- deteriorated X unaltered X_ original site - good .- rulns - altered moved date -.fair _ unexposed n/a Describe the present and original )if known) physical appearance The Santora Building is a prominent example of the Spanish Renaissance revival theme popular in Southern California in the late 1920's. The building is built of 'brick faced in mortar. The two story structure at the northeast corner of Second and Broadway provldes retail store bays on the lower floor arranged around a central courtyard above. The building Is conceived in a symmetrical format utilizing prominent bay divisions to emphasize balance and.,harm,ony. seen in the -interplay bf arches; windows, and wrought iron transom elements: The :.wide bay divisions-three along Broadway and two along Second Street-rare ornamented with 'Churrigueresque elements ..which include scrollsy- demoni'c' :figures, urns and emblems. These cast concrete features are •g4thered above ornamentally arched. `lwindo*' hoods and, raised , parapets".'.` the large. ulti-pane¢ wlnc?aws Xe`?' delln&ated'wA h balconies 'befow.- The" '6 ` `' 1 •. -enfral' bay- d'fvtssorl along Broadway #oi ms _ the -main' entr'y,'and,includ'qs ad'di iorla? Sp?anisfi? enaissan?e. ?(etai! qp in&fthat:of the window hoods:' ,jhe ground level., storefronts are unaltered from their. original construction.. Large. display windows are separated by recessed store entrances. The-store bays have, sunburst terrazzo patterns and art deco influenced tilework along the bulkhead. . . , • . The entry lobby features a vaulted ceiling contrasted by a large sunburst pattern terrazzo floor, and display cases are located in the large entry area. The interior second floor area is reached from a large split level stalrca'se which rises beneath'a'vaultett ceillrig."Ori either side of the main s#eirwell a skylight of polychromed cathedral glass lights an interior courtyard. The retail spaces and offices of"the' upQ, 'r ;tevel;ar'e grApgq -.arqun¢.a gmtr:al cgmmop,area..whi framed by columns with large baroque capitals. he Interior is unaltered from its origln;ir&tnposition and construction. r.; ,r. 65A-42 M S. Significance Period Areas of signilioano"heok and justify below - prehistoric - archeology-prehistorio _ community planning - landscape architecture ___. religion -1400-1499 . - archeologyhlstoric - conservation - law - science _ 1600-1699 - agriculture - economics ..- literature sculpture x,1800-1899 _X architecture .- education ..- military -social/ -1700-1799 - art - engineering - music humanitarian ..-1800-1899 _X. commerce - exploration/settlement - philosophy ____ theater 1900- 1929 -communications - Industry politioe/government - transportation -, Invention ,:. ..>,... -.- other (specify) 8peciflo dates 7/7/2$_5/29 Builder/ArchItoct Frank Lansdowne -- architect statement of Signifioance (in one paragraph) W.• H. Bowman,. contractor The Santora '=BbI1Id1A'9 is"'Ot b' 'df Santa Ana's most architecturally important structures. , It was designed in 1929 by.-architect Yrank Lansdowne ;. who S066alized irj,'the Spanish revival style.; of 'architecture"" Thls buildins was';; his largest and most ornate in the Spanish style and was the last large structure built'in'the City o'f ?anY f ba-prior to.: the DepresMon.of the •1930'sThe Sahtora`Buiiiiing is 'archlttecturally unique iii the '1oaa1 community j.. its s?,trikitig Churrigue esque ornamentation- ia_ihe most al-aboxat ...kn : tlxe' cj t r,;'of. Santa' Aria.. The cast concrete decorative work combined with- ex'tginsiVe''o-rnamerital ixon ork at the transoms: -• giveAe-8trfictdrd alt•arthirdetttPd LpPe?eri&?`.other' W`Se junKnown in Orange Tbunty. The Spanish Renaissance detailing shows the strong ''architectural1% Influence of the California Pacific Exposition in Balboa Park,' San'`Diego in -1.-91.5:, :which helped to pdpularize' a type, of architectural design ., that exhibited itself' ih such structures' as the Santora Building. This is Orange. County's .major building .that"-shoiged a' high degree of-architectural uniformity within'the Spanish Renaissance style.-' The building has such fine elements as sunburst patterned terrazzo, free-standing display cases anq a large interrior courtyard space under a vaulted ceIjIpg.,,. The , interior features are significant and include ornate capitals, period light fixfures;;and?'skj?lighfs of cathedral` glass-:' T1ie'oifiCo`§p??es'on't1i'e'second floor are arranged around the central court into which rises the main sta}rweli, amid detailed wrought Ironwork. The structure has historical slgnificancefoj,_;it;s::u.se asthe City Hall after the 1933 earthquake had damaged the then existing City Hall. The building was also the location of a famous tea room run by Irene Daniger. This restaurant, famous in the late 1930's, was a popular stopping place for Hollywood stars after touring the orange groves surrounding Santa Ana. Such notables as Jack Benny, William Holden, Barbara Stanwyck, and Rita Hayworth signed the register at Danger's Tea Room. The Santora Building derived its name from the contraction of 'Santa Ana' and 'orange', and was the name of the development group responsible for its construction. 65A-43 9. Major Bibliographical References Santa Ana Daily Register Newspaper - 5/11/29,.p.24 Santa Ana Daily Register Newspaper - 12/12/34 Irene Daniger, "Her Recollections" Ebell Society of the Santa Ana Valley, 1980 14. Geographical Data Acreage of nominated property .43 Quadrangle name Tustin Quadrangle scale 124000 UMT References A 1 1 4 2 9 5 3 0 13 17 b 14 L 10 10 I B W L__?__?_L? I I I 1 L I I 'Zo'ne ! Easting Northing ?Zo?ne! Easting Northing E iLJ I ' I i _? _l..? ,. 1 ,.1 'I I ?' ?.1 , , I :I I 'I ` I 'f LL-Li ?-?-?f I I t '? f I I 1! I ( I 1. 1 i Verbal boui7fidry;d??aipt(ap and ..'.' : Asse.9s ' s Parcel ?? 398T267-03- . Lots 2, ;_3',. ;.and t •13lock 5 of the Town* `o£ 'Santa Ana in the city of Santa Ana, County of Oran g!s-,. The building oce:upi.es, the 'entire.,! ,parcel, The property is located. at: the (continued) List, all states; and counties for properties overlapping state, ortcounty boundaries state optle' "county. n/a code state county ri?a i 5code 1. F0*1 ',.Prepare TT name/title Harold Thomas organization Heritage Orange county date 9/2/82 street&number 206 W. 4th Street, .Suite,'316 telephone (714) 835-7287 city or town Santa Ana state CA 92701 12. State Historic Preservation Officer Certification ,*4 :-i . The evaluated significance of this property within the state is: - national _ state R . local As the designated State Historic Preservation Officer for the National Historic Preservation Act of 1966 (Public Law 69- 665), f hereby nominate this property for Inclusion in the National Register and certify that It has been evaluated according to the criteria and procedures set forth by the Heritage Conservation and Recreation Service. State Historic Preservation Officer signature j <, r "-!W:? title State Historic Preservation Officer date November. 9, 1982 FHR-8-300A (11/78) CONTINUATION SHEET ITEM NUMBER 10 PAGE 'I Verbal Boundary Description and justification,.(continued): northeast corner of Second Street and Broadway, occupying a parcel roughly 1.15' x 1501;••exact. dimensions are shown-on the attached.. assessor's map. 65A-45 2. Roger Basso &: Paul E. Guest ' 2103 BUsh'Strset " San• Francisco, ,CA 94115 3. Arthur Mejia, Jr.:' 2105 Bush Street San Francisco, CA 94115 4. -Robert •E.' Fowler & Cecil W. Alton:: ;, ?. . 2107 Bush Street San Francisco, CA 94115 , 5. George Stewart Properties. Cottage Row Gardens 1737 Webster Street (for 2109-2111 Bush) San Francisco, CA 94115 6. John Drum, Jr. 2115 Bush Street San Francisco, CA 94115 7. George E. Stewart (for 2117 Bush) 1737 Webster Street San Francisco, CA 94115 8. George E. Stewart (for 2117-B Bush) 1737 Webster Street San Francisco, CA 94115 9. Gerold E. O'Neal 2119 Bush Street San Francisco, CA 94115 10. Palmer D. Sessel 2121 Bush Street San Francisco, CA 94115 11. Dmitri Vedenskyy & Gerald K. Lee 2123 Bush Street San Francisco, CA 94115 65A-46 (See Continuation Sheet 2.) NP8 Form 10.9MA 0$2) United States Department of the Interior National Park Service OM8 NO.1024-0015 Exp. 10431-84 12. Wm. S. Curlin & Brenda L. Berlin (for 2125 Bush) 653 Arkansas Street San Francisco, CA 94107 130 :George. Stewart Properties Gotta.ge Flow Garaens .'.1737 Webster Street (for 6' Cottage Row) San Francisco, CA 94115 14.. Judy M. Tisdale 5 Cottage Row San Francisco, CA 94115 1,5c % .. James R. Stockton 4 Cottage -Row San Francisco,'CA 94115 16. Epimac-o & Katie- DIansueto 3 Cottage Row San Francisco, CA 94115 17. Bette,. L. Weinstock (for 2 Cottage Row) 1.103 Keeler Berkeley, CA 94708 18. Johnnie & Julia Johnson 1 Cottage Row San Francisco, CA 94115 19. San Francisco Redevelopment Agency (for Cottage Row walkway) 939 Ellis Street San Francisco, CA 94109 20. San Francisco Redevelopment Agency (for Flini Park) 939 Ellis Street San Francisco, CA 94109 21. Aprille J. & Kai H. Pihl (for 1942 Sutter) 1550 Bay Street Apartment 145 San Francisco, CA 94133 22. Blair E. & Mary J. Stamates 1948 Sutter Street San Francisco, CA 94115 65A-47 CONTINUATION SHEET ITEM NUMBER 6 PAGE 1 I 6. Representatign in Existing Surveys (continued); Downtosm Santa,Ana.Historic District (Santa Ana,Transit:;Terminal Project) 11/12/80 X' Federal Determination of Eligibility, Federal Highways.Administraticiii Documentation filed with National Register of Historic,-.Places Washington, D. C. 65A-48 NPS Forth MWO 082) United States Department of the Interior National Park Service OMB No. 1024-0018 Exp. 10131-84 National Register of Historic Places Inventory-Nomination Form MEN Bush Street-t;ottage Continuation sheet Row Historic District Item number 6 Page 3 6. REMESENTATION IN MISTING SURVEYS Here Tod 2M (San Francisco Junior League Survey) 1967 county San Francisco History Room Sani.Fran.ezsco•.Public Library Sa.n.Francisco, CA 94102 Architectural Survey Francisco. Department., Ci.,.y Planning. 1976 --- county .Department of City Planning 450 McAllister Street San Francisco, CA 94102 65A-49 65A-50 r m.?axe J°.?. ?rgArrn 101- ` >?Mrl .Y ? 1 6 ? rj . ? ®? i - 1.'x•.`4•--- , Ram C31 10 -'- o Is 'r Its "A.* a ST (30 p3 NI.[,?j in N (A tr.rvr'9 « r,.s T - U? ?? r+ Sh C) ra 'Ij 1 w o ' >? = 7 9 W ;`# t ?, aitwi ~?? -uJ 1 1_7Y 1s3 `' Ff 'I / W W Y. t e__rP£E4V.AY' W O Ste„` N ?' ?: t f- ?• Y --? ? ?= `_-? _. ; ,"'j i?i?-? . . , 1 ? ...tea.'-:?, r-:.i:_' .- -_ __ - ___ _- __ v .?.. - :• .•ti <?- r- ___ ..-,,,,???....; Al.?ISS ErX _. ;• ?'iV:} - fir/ It '' , .57 4 ?: ?Piq. .. u' RQ.S?I Si R, ?tJ ?-?i: ,,}-'--_ - =`-}-.': ?rs___a\Y y-„•?. sT? ?i'. S1'L__: I?- G -'•'n..: FiROnfS:ar ?. ' .+ c= 1 ?,h i n 1yn? ttit 1. 1 J, 3 T.-- r' trl 0 n All .' .:.,.,- sari?-_.i'. ?:: r-?: _ i rv.: ?r----Y?II I i; 1! _ . J:!.;: •I ?'? ? ?' :i C' rl: I:' I ?11 .1 .h rj' f7i t' s"•j? ! E-:,yr i'=:sc= a=,--'_v-:.._._ _ ?...._rg7, Cn ., .t, _'ti, "?:.r.?,,,T -'I ???(_'`?'7.?y •.NA_.F Ai. e'r. r? • - .}??.xt?.+_i.'?? -:4_'• ?w...:,L-•- '1 s, 1 ''v i "? ? . ,!." I r - 1 I. z :SrAQoa.rPl ?. :-.b; at•?°; 1 l.' _ .-:_. .,..?,'F? j ' i i "33 i•?• U n it :_ ,#--,., I Z•. `?'? i _ . rt . I.......I 7a . EXEMPT FROM FEES PURSUANT TO Gv?ERNMENT CODE S 6f03 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: CITY OF SANTA ANA, HISTORIC RESOURCES COMMISSION AND WHEN RECORDED MAIL TO: LAURAJOHNSON CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, M20 P.O. BOX 1988 SANTA ANA, CA 92702 TITLE OF Recorded in Offici Tom al Records ?alY, Clerk-Recorder ' County of Oran 11111111111111111111IIIl(Illl!????i'lll'??rt(?Illili"i1111 ? ge 120 67 R23 003001034$410g.5151111111N0 FEE 0.00 0.00 0.00 0.00 0 am 09105103 00 0.00 0.00 0.00 This Space for Recorder's Use On RESOLUTION NO. 2001-12 A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA PLACING THE HISTORIC STRUCTURES LOCATED AT 201-211 NORTH BROADWAY AND 209-217 WEST SECOND STREET; 1315 NORTH BROADWAY; AND 211 WEST SANTA ANA BOULEVARD WITHIN AN ESTABLISHED CATEGORY REF CEIvj i 5EP 112003 SANTA ANA PL4NN1NG DEPT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) 059-TITLE PAGE (R7/95) 0 l Qi° 65A-52 i` EXEMPT FROM FEES PURUa.,NT TO GOVERNMENT CODE § 6103 Koo/6/24/03 RESOLUTION NO. 2001-12 A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA PLACING THE HISTORIC STRUCTURES LOCATED AT 201-211 NORTH BROADWAY AND 209-217 WEST SECOND STREET; 1315 NORTH BROADWAY; AND 211 WEST SANTA ANA BOULEVARD WITHIN AN ESTABLISHED CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 3, 1997, the City Council of the City of Santa-Ana by Resolution number 97-046A placed the following historic properties on the Santa Ana Register of Historic Properties: Historic Name Santora Building Address 201-211 North Broadway and 209-217 West Second Street, Santa Ana' Dr. Raymond,Smith House 1315 North Broadway, Santa Ana Old Orange County Courthouse 211 West Santa Ana Boulevard, Santa Anal B. The Santora Building, located at 201-211 North Broadway and 209-217 West Second Street, Santa Ana, has historical/cultural significance to the city of Santa Ana for its continuing role in commercial, public and social life in Santa Ana. The structure has unique architectural significance as an archetypal example of the Churrigueresque variant of the Spanish Colonial style which is evidenced by its brick construction, stucco sheathing, ' This property was erroneously listed as 201-211 North Broadway, Santa Ana in Resolution No. 97-046A; this address is the correct address for this property. 2 This property was erroneously listed as 500 West Santa Ana Street, Santa Ana in Resolution No. 97- 046A; this address is the correct address for this property. Resolution No. 2001-12 65A-53 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 2. The structure is listed in the National Register of Historic Places and the California Register. 3. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 4. The legal owner of the subject property are the Santora Partners. 5. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. C. The Dr. Raymond Smith House, located at 1315 North Broadway, Santa Ana has unique architectural significance as a relatively rare example of the combination of Colonial Revival detailing with Queen Anne Revival style. 1. The "witch cap" turret, bays and porch are signature elements of the Queen Anne style and the Palladian windows, garland friezes, dentils, and Tuscan columns are derived from the Colonial Revival style. 2. The structure appears eligible for listing in the National Register of Historic Places as well as on the California Register. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 3. The legal owner of the subject property is Marvin E. Rahn. 4. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. D. The Old Orange County Courthouse, located at 211 West Santa Ana Boulevard, Santa Ana, has historical/cultural significance to the city of Santa Ana as a manifestation of the prominent role of Santa Ana in the history of Orange County. 1. The structure has unique architectural significance as a rare example of the Richardson Romanesque architecture which is illustrated by its symmetrical design, a hipped and gabled roof of metal made to resemble tile, a facade with five bays, the center and end bays raised and topped by steeply pitched front gables accented by wall dormers, a slightly overhanging cornice punctuated by corbel block circles circling the building, a corbeled belt course, a second story with a band of five arched openings containing recessed windows, and side elevations with secondary entries within single arches. 2. The structure is listed in the National Register of Historic Places and the California Register. Resolution No. 2001-12 Page 2 of 2 65A-54 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 3. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 4. The legal owner of the subject property is the County of Orange. 5. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Section 2. The subject properties meet the minimal standards are hereby designated a landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. Section 3. For the subject properties, the report for each property consisting of the "Executive Summary" and DPR forms, is on file in the office of the Clerk of the Council, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for designation of each of the above properties as a landmark structure. The Clerk of the Council is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Property. Section 4. The Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution. Section 5. This Resolution shall take effect immediately upon its adoption by the Historic Resources Commission, and the Commission Secretary shall attest to and certify the vote adopting this Resolution. ADOPTED this 3`d day of May, 2001 by the following vote: AYES: Commission members: Bustamante, Corpin, Giles, Kings, O'Callaghan, Rankin, Richardson (7) NOES: Commission members: ABSTENTION NOT PRESENT: ATTEST: Commission members: Commission members: Chinn, Gartner (2) a ra Johns mmiss' Secretary Planni g and Building Agency ose nne G rcia Kings Chairperson Resolution No. 2001-12 Page 3 of 3 65A-55 lEXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Kylee Otto Deputy -City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, LAURA JOHNSON, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2001-12 to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on May 3, 2001. Date: mission Se ity of Santa Resolution No. 2001-12 Page 4 of 4 65A-56 NAME Santora Building REF. NO. 10 ADDRESS 201-211 North Broadway; 209-217 West 2nd Street CITY Santa Ana ZIP 92701 ORANGE COUNTY YEAR BUILT 1928 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT Santa Ana Downtown NEIGHBORHOOD N/A NATIONAL REGISTER CRITERIA FOR EVALUATION =C1 NATIONAL REGISTER STATUS CODE 1B Location: ? Not for Publication ® Unrestricted USGS 7.5" Quad Date: T R 'A of 1/4 of Sec B.M. ? Prehistoric ® Historic ? Both ARCHITECTURAL STYLE: Mission/Spanish Colonial Revival DESCRIPTION/BACKGROUND RELATED TO PERIOD ARCHITECTURE: The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadana); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama- California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red tile roof coverings; flat roofs surrounded by tiled parapets; and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. The Chulrigueresque variant features ornate carvings highlighting arches, columns, window surrounds, cornices and parapets. Page I of 4 cm\Wstoric\templates\Broadway 201 N 4/20/01 65A-57 CONSTRUCTION HISTORY: (Construction data, alterations, and date of alterations) July 10, 1928: Building (Multiple building permits for interior partitions and storefront renovations) March 30, 1989: Seismic rehab RELATED FEATURES: (Other important features such as barns, sheds, fences, prominent or unusual trees, or landscape) None DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries.) A remarkable example of the Churrigueresque variant of Spanish Colonial Revival design, the two-story Santora Building occupies the northeast corner of North Broadway and West Second Street in downtown Santa Ana. Of brick construction, the building is sheathed with stucco. A parapet hides the roof. The building is dominated by the corner bay, which projects out and up from the rest of the building. Pierced on both levels by large archways, this "tower" is embellished with intricately patterned cast stone spandrels over the upper story arches. Corbels, finials, and wrought iron balconies provide further decorative interest. On the side elevations, storefronts feature transoms with elaborate wrought iron grilles set below the carved soffits of the upper story overhang. Banks of second story windows are separated by pilasters with decorated caps. Additional entries are located at each end of the building on the south and west and midway on the west elevation; these bays echo the design of the comer. Storefronts incorporate tiled bulkheads beneath display windows. Steel casement windows open onto the balconies over the building entries. Other windows are double- hung sash. An engrailed molding marks the cornice. Although the building has experienced changes over the years, it retains a high degree of integrity and the exuberance of its original design remains undiminished. HISTORIC HIGHLIGHTS: Groundbreaking for the Santora Building took place on July 7, 1928. "Santora" combines the names Santa Ana and Orange. Built by the Santora Land Company, under the guidance of Oliver Halsell, vice-president and manager, the building cost $150,000 and was constructed on property acquired from the Minter family. Frank Lansdowne, one of the premier architects of the region, designed building. It had ten stores and an entrance lobby on the first floor, 20 shops and a large lobby on the second floor, and a full basement. Following the Long Beach Earthquake in 1933, the building served as city hall for two years while repairs were completed at the North Main Street facility. From 1934 until 1944 Daninger's Tea Room occupied the rooms on the second floor, southwest corner. The restaurant was famous for its home cooked meals and pleasant atmosphere, and attracted a clientele that included Hollywood celebrities Jack Benny, Milton Berle, Billie Burke, Charles Ruggles, Connie Haines, Lucille Ball, Gracie Allen, George Burns, Joan Davis, Rosalind Russell, Robert Young, William Holden and Alan Ladd, all of whom signed the guest book. RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of Instructions for Recording Historical Resources, Office of Historic Preservation.) (HP 6) 1-3 story commercial building cmUristoric\templates\Broadway 201 N Page 2 of 4 4/20101 65A-58 RESOURCES PRESENT: ® Building ? Structure ? Object ? Site MOVED? ® No ? Yes ? Unknown Date: Original Location: STATEMENT OF SIGNIFICANCE: (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.) Santa Ana was founded by William Spurgeon in 1869 as a speculative townsite on part of the Spanish land grant known as Rancho Santiago de Santa Ana. Early growth and development was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. By the end of the 1880s, Santa Ana's downtown business district was defined by five city blocks of brick commercial buildings on 4th Street, with the heart of the city at the intersection of 4th and Main Streets. (Thomas, 8:1) The period of 1911-1915 saw many characteristic new business blocks or remodels along Fourth Street, and by the 1920s Santa Ana's downtown had expanded in each direction to include both commercial and civic development. The California style of living evidenced itself in the abundance of Spanish Colonial Revival style buildings, which were commonly built during the 1920s and early 1930s. Occupying a prominent corner in the downtown business district, the Santora Building is an exceptional example of such an improvement. It is highly significant for both its historical role in Santa Ana's commercial and civic history and for its architectural merit and association with the career of Frank Lansdowne, one of the premier architects based in Santa Ana during the 1920s. Since the 1980s, the Santora Building has served as an anchor for the developing Artists' Village. Character-defining exterior features of the Santora Building which should be preserved include but are not limited to: building scale and configuration on the two public elevations; exterior materials and finishes; all cast stone and other architectural embellishment; wrought iron grillework and balconies; tiled bulkheads; and original fenestration. SUMMARY/CONCLUSION: This building was listed in the National Register of Historic Places in 1982 as an individual resource and in 1984 as a contributor to the Downtown Historic District. Under the regulations implementing the California Register of Historical Resources, the building is also listed in the California Register. The Santora Building has been included in the Santa Ana Register of Historical Property for several reasons. It is an archetypal example of the Churrigueresque variant of the Spanish Colonial Revival style. It was designed by prominent Santa Ana architect Frank Lansdowne. It is significant for its historic and continuing role in the commercial, public and social life of Santa Ana. The Santora Building has been categorized as "Landmark" because the building "has historical/cultural significance to the City of Santa Ana" and has "unique architectural significance" (Municipal Code Section 30-2.2(1)). OWNER AND ADDRESS: cmUhiatoricltemplates\Broadway?Al N Page 3 of 4 4=101 65A-59 ? District ® Element of District ? Other RECORDED BY: (Name, affiliation, and address) Leslie Heumann Science Applications International Corporation 35 S. Raymond Avenue, Suite 204, Pasadena, CA 91105 . DATE RECORDED: February 28, 2001 SURVEY TYPE: (Intensive, reconnaissance, or other) Intensive Survey Update REPORT CITATION: (Cite survey report and other sources) City of Santa Ana, Santa Ana's Historic Treasures. Les, Kathleen. "Santa Ana Historic Survey, Final Resources Inventory: Downtown." May 1980. Thomas, Harold M. "Downtown Santa Ana Historic District" National Register nomination form, 1984. REFERENCES: (List documents, date of publication, and page numbers. May also include oral interviews.) Gebhard, David & Winter, Robert. Architecture in Los Angeles and Southern California, 1977, p434. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia New York WW Norton 1998 McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form " Washington DC: National Register Branch, National Park Service, US Department of the Interior, 1991. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. EVALUATOR: Leslie J. Heumann DATE OF EVALUATION: February 28, 2001 t LANA11ON OF CODES Nbahnal`Re stef Criteria for Evaluation: (From Appendix 7 of Instructions for. Recording Historical RCSollru S ,Office of ?s» so I eserv, Qn -yf i C } tha odthe distinctive characteristics of a type, period or met(iod of construc}m ur tt;at re sent the gi ?v%or?am ster, or that Assess high artistic values,br that rePresent a sig,,. nificantand dJstini uisuble enttty ?ohigonents may, lack indl?idual distinction. - z 3- attonal'Register Status Code (Fi6m Appendix ?2 of Instructions for Recording Historical Re sources Office of Histone 1131 i ,? ?. ` Lifted in the National Register separately and as a contributor to a listed district em\historic\templates\Broadway 201 N Page 4 of 4 4/20/01 65A-60 I I j J I m Z J J Q co ? CY) CY) U) 0. 0 J G. Q m C) LO 0 Y 06 lE ' J (O d m Z J CN o Y N T- C) O O O J ° J m o pW N U ? U) O Q Q O z z z ? h- F-rtf H C) z Q CIO) 4- 0 f w C 4f . E: c ) Z d ? O z' O C ? (t3 o LL Q, O C Z COD c cu :3 W U ) U A C6 -o N a 0 fB o 3: O co "0 co cu d CU U) 3 m ? Q . O O CU z U C- N fII O U) C (n Z O N O r- CO r N N ? N II ? INIM Q L W 65A-61 (Page 55 of 61) RECORDING REQUESTED BY AND nC6 WHEN RECORDED RETURN TOs Santa Ana Historical Preservation society 120 W. Civic Center Drive Santa Ana, CA 92701 86-761988 1 RECORDED IN OFFICIAL RECORDS OF ORANGC COIJ14TV, CALIFOnIIIA "3 M PM DEC 16.86 THIS CONSERVATION EASEMENT is made this day of December, 1986, by and between SANTORA PARTNERS, a California general partnership („Grantor") and the SANTA ANA HISTORICAL PRESERVATION SOCIETY, a non-profit historic preservation corporation ("Grantee"). A. Grantor is the record owner of certain real property in the City of Santa Ana, County of Orange, State of California, legally described as Lots 2, 3, and 6 in Block 5 of the town of Santa Ana, as shown on a map recorded in Book 2, Page 51 of Miscellaneous Maps of Los Angeles County, California, commonly known as the Santora Building, which property includes improvements consisting of a two-story brick-faced building constructed in approximately 1929 ("the Building11). B. The exterior facade of the Building is one of architectural and historical significance and is entered on the National Register of Historic Places. C. Grantee is a non-profit corporation authorized and qualified to accept charitable gifts of easement for the purpose of preserving buildings, structures, or sites of historical, architectual, or cultural significance. D. Grantor desires to grant to Grantee, and Grantee desires to accept from Grantor, a Conservation Easement in and to the exterior facade of the building, on the terms and conditions hereinafter set forth, for the primary purpose of preserving, protecting and enhancing an historically significant property. -NOW, THEREFORE, incorporating herein by this reference the foregoing recitals and in consideration of the mutual convenants and restrictions hereinafter set forth, the parties hereto agree as follows: I MEN ,?Y OEOEARE THE DOFUM[MTARYJ TMNMr1 THE TAX 18. COMPUTED ON FIJU VALUE OF 11101tim OOOONMVEYED; OR, yy UM TIMI L?t,6/Ap.N¢D JUN; UC MBRA1 FCEb AGUININQ ATL IM •TIJ019 C# DECLA / T DR [HT • ?IRy NAE1[ MA llpl,,V NOIMY AtiS?GN1iW/ r Txll? VYNWY MAY Y ID MW 44,f r YpuJ1yY roM CA Y?1H 65A-62 Exhibit 5 Document:198600619881 Page:1 of 7 (Page 56 of 61) 86-619881 Grant Of •Wg 9Mt Grantor hereby irrevocably grants and conveys to Grantee a Conservation Easement in perpetuity in and to the exterior facade of the Building which consists of all exterior surfaces of the Building, including the walls, and decorative features for the purpose of preserving the facade of the Building. This Easement is granted for valuable consideration, receipt of which is herby acknowledged. Grantorls Covenants. In furtherance of the Conservation Easement herein granted, Grantor 4ereby covenants and agrees as follows: 1. The Grantor agrees to abide by the guidelines set forth in the Secretary of Interiors Standards for Rehabilitation, and to retain the architectural and historical character of the Building. . Grantor The agrees to work HistoricalPreservationsociety to bring w about h the a Ana restoration of the Building. proper 3. Grantee's approval for any changes to the exterior facade of the Building shall be requested by written notice from Grantor to Grintee specifying in reasonable detail the proposed action or actons and the expected commencement date hereof, which notice shall be at least thirty (30) days in advance of the date specified for commencement of the proposed action. If no notice of disapproval is given by the Grantee within the said 30-day period, then Grantee shall be deemed to have approved the action or actions specified in said notice, As a condition to the Grantee granting this approval, Grantor agrees that the Grantee may specify materials, methods, cleaning substances to be used in the work, may require the Grantor to obtain Grantee's approval of the final plans and specifications for the work and all change orders thereto and may impose such other reasonable conditions on such action or actions as Grantee deems necessary or desirable. Grantor agrees that the review and approval by Grantee of the proposed action and the plans and specifications are solely for the Grantees benefit. Grantee shall have no duty to warn Grantor, nor shall Grantee be deemed to have made a representation or warranty to Grantor with respect to the safety, adequacy, correctness, efficiency or compliance with law of the plans and specifications, the proposed action or any manner of respect thereto. 4. Grantor, at its sole cost and expense, shall perform such repair and maintenance of the Building as necessary to preserve the appearance and structural soundness of the •?•??- `I4tWHAI X014HY AFNGCYIIOM•7Yn?Vr+W WA -D O Nn . MgiOMW moo LA YI.IW Document:198600619881 Page:2 of 7 65A-63 (Page 57 of 61) 867619881 exterior facade and to otherwise maintain the Building in good repair. Nothing contained herein shall be deemed to require or in otherwise make Grantee liable to contribute any money or ces to the that ithe Buildingain notnnowo in t good Building. It should be noted insurance5withrlicensed at insurance expense carriers n against shall such risks an and in such amounts as is reasonable, including, without limitations, property insurance on an "all risks" basis and public liability insurance in an amount of not less than $500,000. Upon request by Grantee, Grantor shall promptly deliver to Grantee certificates of insurance fo'r each polic required hereunder. All such policies shall contain a provision that, notwithstanding any contrary agreement between Grantor and the insurance company, such policies shall not be cancelled, allowed to lapse without renewal, surrendered, or mater3.ally reduced in scope of limits of coverage without at least thirty (30) days prior written notice to Grantee. All such policies of insurance required hereunder shall contain a standard waiver of subrogation endorsement. Grantee shall be entitled to share reasonably in any insurance proceeds paid to Grantor am a result of the total destruction of the Building or damage to the exterior which Grantee determines cannot be repaired sufficiently to preserve the intent of hte Easement. In such event, Grantee shall be entitled to be involved in any discussions with insurer(s) concerning all claims made. In the event Grantor and Grantee cannot agree between them as to the division of insurance proceeds, each party agrees to submit the issue to binding arbitration in the Superior Court of the County of Orange. 6. If the Building or any part thereof shall be damaged or destroyed, Grantor shall give prompt written notice to Grantee of such damage or destruction and any emergency work completed or contemplated by Grantor, As loan as possible after the date of such damage or destruction, Grantor shall written report prepared by a qualified restorawhtion archisubmitectt a acceptable to both the grantor and Grantee, ich report shall include the following information: A. An assessment of the nature of the damage. B. A determination of the feasibility of the restoration of existing fabric or reconstruction of destroyed fabric. C. An estimate of such restoration and reconstruction ??....Y NAIpgAL NOIAAV 4$S I,pN. Mr v-- R" . PO 'A'?W Nom. LA YI]61 Doo=ent:198600619881 Page:3 of 7 65A-64 (Page 58 of 61) 86-7619881 work necessary to return the Building to the condition existing at the date hereof. 14 1, AW D. Plans and specifications to acoomplish the restoration and reconstruction. If in the opinion of the Grantee, after reviewing such report, the purpose and intent of this conservation Easement will be served, Grantor shall be required to restore or reconstruct the Building according to the plans and specifications submitted pursuant to Paragraph D above. If in the opinion of the Grantee, any restoration or reconstruction would not serve the purpose and intent of this` Conservation Easement, Grantor shall comply with the provisions of this Conservation Easement in the event Grantor wishes to so restore or reconstruct the Building. 7. If any action or proceeding be commenced for the taking of the Building or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, condemnation or otherwise, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or if the Grantor receives any notice or other information regarding such proceeding action, taking or damage, Grantor shall give prompt written notice thereof to Grantee. Grantee shall be entitled at its option to participate in any action or settlement with respect to any condemnation awards and recover compensation from the condemning authority for any loss or damage caused by such condemnation. S. To the fullest extent permitted by law, Grantor shall indemnify, defend, and hold Grantee, its officers, directors, agents, and employees harmless Corm and against: A. Real property taxes and general or special assessment assessed and levied against the Building and/or land. B. All claims, demands, liabilities, losses, costs, damage, and expense of any kind or nature (including, without limitation, reasonable attorneys' fees and costs, whether or not suit is brought) arising out of this Conservation Easement, the conveyance or possession thereof or the exercise of any rights hereunder, unless such suit, claim or demand is caused solely by the negligence or willful misconduct of Grantee. Grantee's COVenantg= Grantee covenants and agrees to inspect once a year the exterior facade of the Building for compliance with this Conservation Easement. _ .... ? . _ ...... ...............?.-ter.-r?i.- ? iirarr v.+.•w.rrw.+w?GV'Arm-'.L+?/G+l.?.r+.'?v+J:+.+.:.?.G.i.Yli.:fr.+ri r.+.+,rw.)' T110 th NANONAL NOTMT Af&XUT*m. ]lob, VMM.Y. ONA . PO Fo..N? wooo..a.w. a,r». Doc=ent:190600619881 Page:4 of 7 65A-65 (Page 59 of 61) ; w ck- 1988 1 Statutory authors}.. This instrument is made pursuant to California Civil Code, Sections 815-816, inclusive, Conservation Easements, but the invalidity of such Act or any part thereof shall not affect the validity and enforceability of this instrument according to its terms, it being the intent of the parties that this instrument constitute an equitable servitude, an easement in gross and/or restrictive covenant, $emedieg of Grantee. In the event or a violation or breach by Grantor of any provision of this conservation Easement, Grantee, in addition to any remedies now or hereafter provided by the law or in equity, shall have all the remedies set forth in California Civil Code, Section 815.7, as it may be amended from time to time, or any successor statute thereto. the connection Any notice this Conservation from either arty to other in coo Easement shall be in writing and shall be delivered by hand or sent by registered mail, postage prepaid, return receipt requested, to the address of the party shown below or such other address which the party may specify in compliance with this Paragraph. Such notice or demand, if sent by mail, shall be deemed given three (3) days after deposit in the United States mail, and if delivered by hand, shall be deemed given when delivered. If to Grantor: Santora Partners Anderson, Taver Z Reeves 1965 W. Foothill Boulevard Suite 1 Upland, CA 91786 If to Grantee: Santa Ana Historical Preservation Society 120 West Civic Center Drive Santa Ana, CA 92701 714/547-9645 Compliance with Appl{n7,hlg Nothing contained herein shall be interpreted to authorize or permit Grantor to violate any ordinances or requirements of governmental authorities having jurisdiction over the land and Building, construction thereon, or use thereof, including, without limitations, any building materials, construction methods, fire safety, emergency or energy-related requirements. In the event of any conflict between any such ordinance and the terms herein, the ordinance shall prevail and the Grantor shall promptly notify Grantee of such conflict and shall cooperate with grantee or other appropriate authority to accommodate the purposes of both this instrument and such ordinance. If any .ti..-.R..?.......e.?.rw,aru rwiw ASJ=u iw. ? wwAAi/ tIl r ?AAAw!r.AAA/A.+i( 730]Y.Hw, W.0 . YO ao. 4670. 1Wm wn C. V,V Doc=ent:198600619881 Page:5 of 7 65A-66 (Page 60 of 61) 817;619881 term or provision of this Agreement is determined to be illegal or unenforceable, all of the other terms, provisions, and sections hereof shall nevertheless remain effective and be in force to the fullest extent permitted by law, execute 2Ub2XAnAtj2n. necessaiyGto subordinate this Easement to the lien of any after-recorded Deed of Trust against the Building securing note(s) conforming to the following limits 1. Aggregate principal balance not to exceed $5,000,000; 2. Effective nominal interest rate not to exceed 13% per annum; and 3. Repayment term to be not less than three (3) years. Easement-a=s w *h , The obligations imposed by this Conservation Basement shall be deemed to run as a binding servitude with the land in perpetuity. This instrument shall extend to and be binding upon Grantor, its successors and assigns. £nforeQMent os s. Grantor agree. to expenses, and charges, including reasonable attorneys feessand costs, which may be incurred by Grantee in the enforcement of this Agreement, whether or not any action or proceeding is brought to enforce the provisions hereof. Assignmen This conservation Basement shall survive any termination of Grantee's existence and shall run for the benefit of and may be enforced by Grantee's successors and assigns, or by its ;lesignees duly authorized in a deed of oappaniointmentzati. Any describedsinrSection i170(h)(3) b of a the Internal Revenue Code. The Easement shall not be transferred so long as the Santa Ana Historical Preservation society remains a qualified organization under the laws of the State of California. This Agreement shall be binding upon any successor or assignee of Grantee. Govern+na t-• This Conservation Basement shall be governed by and construed in accordance with the laws of the State of California. Further Assurances. Grantor hereby covenants and agrees to execute and deliver to Grantee from time to time, 6 •-• -••. _-_. NATwMti.1.1AS$OC410H. MOM V-W1 UW, VO 80."wl1,?•V?AOWV H... CA V1 Doa muent:198600619881 Page:6 of 7 65A-67 (Page 61 of 61) W-V ? V W instruments, agreements, and documents whicheGrantee may require, and to Y and all desirable, to carry Dot thipuother rpose?°ot thieaC Easement. onaoryationrY or GRANTORS: SANTORA PARNTERS, a California general partnership Syr _?- GRANTEE: ETA ANA HISTORICAL, PRESERVATION SOCIETY; a California Non-Profit Corporation mil r v1 ?'.4?17 0 ??-lST BY: PARTNERSHIP ACKNOWLEDGMENT ' NO PO9 Stateol CALIFORNIA On thislhe 16 dayof December Sb Countycf __?RANCE 1 LA VERNE V. LYZNICK the undersigned Notary Public, personally appeared OFFICIQ SEAL U VERNE G. LYZNICK rA NOTARY PeaLIC CALIrORN1A PRINCIPAL OrFKA iN ORAWU COONTY C-i"" EAP. Dec. 29, 1969 r 6?c? ' n70 It2 `???r•eY..?.paleS.n J GENERAL ACKNOWLEDC3MEN'T Personally known to me YX proved to me on the bases of 3atlsfactory evidence to be the person(s) who executed the within instrument on behalf of the partnership, and nknowledgad to me that the partnership executed it. WITNESS my hand end offlc1813081. Nota/y.Slgnature State of CALLFORNIA On this lhe.. 16 _ dayof _ December _ Ig_86,,beloreme, ?S GE--- ?' r-- - County of _ ORA N 111 _LA VERNE-C,_LYZNICK The undersigned Notary Public, personally appeared ,,..., v pen s B$ G ?`" prol i_" ? b • ..?' NOT uD lC CALIFORNIA PAt oFM IN e Ih, I within I. ' awful' CoaprY , i. , >vr Grlunnlgll (Ip De: 29 I96 /. <Ic . WITNEi . '; No la ' 4V1?..MUHGAIi' L r. - IPmm i?p'f>1 Ilslaolory evidence f a 'ens is _ ?? -subscribadlto 1,4 thel I r no ' What -- - _.executed ll. Q 14 At it NAWNA: NOrAAY ASSMurpN. li%e Y6M W! eM1 . PO as N73 , Yr6nertl N4 CA %961 Docwaent:19t3600619881 Page:7 of 7 65A-68 (Page 1 of 61) X1LIP!] RDCXXWW MS.II. TO; = McDonough, Holland & ALIM 83-430388 Drive, Suite Flo M Ne°0,ort e?California Attn: Janet L. Callister DEED OF ARCHITECTURAL FACADE EASEMENT FIRST AMERICAN TITLE INS-CO, I` THIS DEL:D OF ARCHITECTURAL. FACADE EASEMENT, made this loth day of Decomber, 19B2, by and between KILKENNY ASSOCIATES, a California Limited Partnershin, Grantor., and THE ENDOWMENT FUND kjOF IIERITAGE ORANGE COUNTY INC., Grantee. RECORDWINOFFICIAL RECORN a OF ORANGE COUNTY, CALIFORNIA F Iii a RECITALS -422 PM SEP29'83 o .R ' a a,ii?.?.K,L ACOUN" The Grantee is a non-profit corporation organized nursuant go , to 3'?r? n3 the Non-Profit Corporation Act, State of California to further `;, ,•? tithe goals of preserving the architectural, historical and cultural o§" "heritage of California by stimulating, encouraging and assisting individuals in organizations undertaking the preservation of architecturally, historically and culturally significant residences and other properties by other means; The Grantee is authorized to accent easements to protect oroperties significant in California historv and culture; The Grantor is the owner and fee simpl.e of improved real property, consisting ofs Commonly known as The Santora Building 207 North Broadway, Santa Ana, California and legally described as follows: Lot 2, 3 and 6 in Block 5 of the town of. Santa Ana, as per map recorded in Book 2, oaae 51 of Miscellaneous Records of Los Angeles County, California which property is hereinafter sometimes referred to as "the premises", and which is more particularly described in Schedule Document:198300430388 Page:1 of 20 65A-69 (Page 2 of 61) 83-430388 A which is attached hereto and incorporated herein by this reference; The premises has been submitted to the National Rcgister of Historic Places maintained by the Denartment of Interior; and will be placed on the Reoister in January, 1983, The Premises are significant in California history and culture and constitute an imoortant element in the architectural background of Southern California and Orange County; The grant of a architectural facade easement by Grantor to Grantee on the Premises will assist in preserving and maintaining the Premises and the architectural background of the State of California, and to this end Grantor desires to orant to Grantee, and Grantee desires to accept, and architectural facade easement on the Premises. NOW, THEREFORE, in consideration of One Hundred Dollars ($100.00) and other good and valuable consideration, receiot of which is hereby acknowledged, Grantor does hereby grant and convey unto the Grantee, an easement (which easement is more particularly described hereinafter) in and to that certain real oroperty and the exterior surfaces of improvements locateC thereon which are more particularly described as follows: Lot 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per man recorded in Book 2, pace 51 of miscellaneous Records of Los Angeles County, California Doc=ent:198300430388 Page:2 of 20 65A-70 (Page 3 of 61) i 83-430388 The easement qranted herein shall constitute a bindincr servitude upon the Premises, and Grantor convenants on behalf of its successors and assiqns, with Grantee, its successors and assigns, such covenants beinq deemed to run as a bindinq servitude, in ocrnetuity, with the land, to do or refrain from doing upon the Premises each of the following stipulations, which the%, agree contribute to the public puroose in that they aid significantly in the preservation of the historic property: 1. The exterior surfaces of the improvements (including, without limitation, the exterior walls, roofs, chimneys and other elements of the exterior facade thereof) are those which are visible at the Present time, which are those depicted in the photographs attached hereto and incorporated herein as Exhibit A hereof. Without the express written nermission of the Grantee, its successors or assigns, no construction, alteration or remodelinn shall be undertaken or permitted to be undertaken on the Premises which would affect either the exterior surface or otherwise alter the facade or appearance of said improvements as depicted in Exhibit A or which would adversely affect the structural soundness of the Premises; Provided, however, that the reconstruction, repair, repainting or refinishing of the presently existing parts or elements of the said improvements subject to this architectural facade easement, damaqe to which is resulted from casualty loss, deterioration or wear or tear, shall be permitted without the prior approval of Grantee, provided that such reconstruction, repair, repainting or refinishing is performed in a manner which will not alter the appearance of those elements of the improvements Document:198300430388 Page:3 of 20 65A-71 (Page 4 of 61) 83-430388 as they are on this date. Grantor aqrees to obtain the prior written consent of the Grantee, its successors or assigns, as to the cleaning process to be emploved or the quality or color of the paint to be used if significantly different from that presently existing. Grantor may restore to its original, condition and appearance the exterior trim, woodwork, and balustrades to the extent that the original condition and appearance can be determined. Grantor agrees at all times to maintain the lot and structure herein described, and the exterior appearance of the Premises in a good and sound state of repair, subject to the casualty loss provisions described below. 2. The Premise should be used onlv for those purposes allowed under the existing zoning ordinance applicable thereto as well as all other governmental laws and regulations now or hereafter in effect as applies to these Premises. 3. The Premises shall not be subdivided, nor shall it ever be devised or conveyed except as a solitary unit. 4. No extension of the existing structure or erection of additional structures shall be permitted, except that in the event of damage resulting from casualty loss to an extent rendering repair or reconstruction of the existing improvements impracticable, erection of a comparable structure, the design of which shall be subject to the prior approval by Grantee, shall be permitted. Dorn ent:198300430388 Page:4 of 20 65A-72 (Page 5 of 61) 83-430388 5. No utility transmission lines or easements, except those required for the existinq improvements, may be created or granted on the subject Premises. 6. No dumping nor storage of trash, rubbish, or any other unsightly or offensive materials shall be permitted on the subject Premises. 7, No topographical changes, including but not limited to the excavation and the cutting of trees greater than eight inches in diameter (except when dead or dangerously decayed), shall occur upon the Premises. 8. Grantor hereby agrees that duly authorized representatives of Grantee, its successors or assigns, shall be permitted at all reasonable times to inspect the Premises. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee, its successors or assigns, and Grantor covenants not to withhold unreasonably its consent for such inspections. 9. In the, event of any violation of any covenant or restriction contained herein, the Grantee, its successors or assigns, may, upon reasonable notice to Grantor, institute any legal or equitable action for damages to enjoin by ex parts, temporary, and/or permanent injunction, such violation and to require the mandatory restoration of the Premises to their prior Doaument:198300430388 Page:5 of 20 65A-73 (Page 6 of 61) 83-430388 condition, or, in the alternative, to enter upon the Premises, correct any such violation and hold the Grantor, its successors or assigns, responsible for the entire cost thereof. Grantee, its successors or assigns, shall also have available all other legal and equitable remedies to enforce Grantor's obligations hereunder, and in the event Grantor is found to have violated any of its obligations or covenants, Grantor shall reimburse Grantee, its successors or assigns, for any and all expenses incurred in connection therewith, including court costs and attorneys fees. 10. Grantor agrees that these restrictions will be inserted by it in any subsequent deed or other legal instrument by which it divests itself of either the fee simple title or its possessory interest in the Premises, or any part thereof, 11. Grantor, for itself, its successors or assigns, agrees that the Grantee, its successors or assigns, may provide and maintain a plaque on the street facade of the Premises (not to exceed eight by twelve inches in size) in a desiqn mutually approved by both parties hereto, givinq notice of the history of the Premises and the grant of, this architectural facade easement. No other signs, billboards, or advertisements shall be displayed or placed upon the Premises, except plaques or other markers appropriate for commemorating the historic importance of the Premises, signs necessary to direct nassge of persons or parking vehicles upon the Premises, and sign or signs stating the address of the Premises. Document:198300430388 Page:6 of 20 65A-74 (Page 7 of 61) 83-430388 r The foregoing covenants and restrictions imposed and agreed upon as aforesaid, shall not only be binding upon the Grantor but also upon its successors and assigns, and shall continue as a servitude running in perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by its successors and/or assigns, and by its designee duly authorized in a deed of appointment executed by a duly authorized officer. IN WITNESS WHEREOF, Grantor has executed, sealed and delivered this Deed of Architectural Facade Easement, and said Grantee has caused these covenants and restrictions to be accepted, and both parties duly executed this instrument on the date and place indicated below. NbY ASSOCIATES GRANTOR general partner ElIIX7f EM F,nU.M OFF EEtIMM mhNGE Coum, nu naroia M. Ttxmas - President GRANTEE corporate Acknowledgement Non-Profit Corporation Document:198300630388 Page:7 of 20 65A-75 (Page 8 of 61) i STATE OF CALIFORNIA 83-430388 COUNTY OF. _....__ .. Drange • • .•I On _DSl:embar 14, 1982 before me, the undersigned, a Notary Public In and for said Stele, personally appeared - Alexander B. Mc Donald c a ? personally known to ma for proved to me on IM Deals of saUS• n factory evidence) to be the person that executed the within {8 Instrument as- General _ __panner(s), t on behalf of_ Kilkena Associates $ OPPICIAI. SEAL t)E.ORA. DES JARDINS California LimiCed PartAarn &J®Rs mnhlp NOTARY PUBLIC • CALIFORNIA therein named and acknowledged to me that the partnership LOS ANGELES COUNTY executedlL My comm. aVra AN 8, 1831 ut WITNESS y rd onlelel sl. 8lpneluraL - (This area for official notarial seal) CAT. NO, NNOO777 TO 1946 CA f7-e2) I? ?GS NZ (Corporation) AANNDD TRl)lE T I STATE OF CAI.IRORN!A aTtwrreorrnwv COUNTY OF Orange 38, On December: 14, 1982 before me, the undersigned, a Notary Mile in and for said State, personally appeared ro . Thomas personally known to me or proved to me on the barb of satisfactory evidence to be tht, person who executed the within Instrument u the a President, and personally own to me or prove to me on t e ub of satWeetory evidence to be OFFICIAL SEAL a thepc?o in who executed al) )v(th?rt Instrument as the Presll]ent drEVaf)/ of the Cor oration 1?I<HORAH DES JARDINS NOTARY PUBLI G p that executed the within instrument and acknowledged C • CALIFORNIA LOS NIGELES COUNTY to me that such co rp ration executed the within instru• i b My ranm. 'Ones JAN 8, .)81 mcnt pursuant to ts y-laws or a lotion of its WITN rdycto??qq, ^ board of dimfa'ah ESS d Ad officiadsesl. A r (This arse for aMcW o*WW scar) Doc=ent:198300430388 Page:8 of 20 65A-76 (Page 9 of 61) 83-430388 s Ca if®rnis I, MARCH FONG 1,"U, Scrretai'N of State of the State of California. hereby certify: That the 111-M Cxed transcrii-)t has been compared with the record on file in this office, of which it purports to he a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of Califomia this SEP 31982 ll(?ec?c,Pn ' V vl ".W- FO . CC-107 Doa=.nt:198300430388 Page:9 of 20 65A-77 (Page 10 of 61) 83-430388 CERTIFICATE OF AMENDMENT TO E D D O R E ARTICLES OF INCORPORATION D F In da vice 91 00 Sov-q of S?oa vice Saaol GaGlomh FOR AUG3 0198? THE ENDOWMENT FUND OF THE ENVIRONMENTAL C?? SxrNo?1 of Skle R15 By 1AMDapv OF ORANGE COUNTY, INC. ty A California Nonprofit Public Benefit Corporation To: The Secretary of State: HAROLD M. THOMAS and PAM WHITNEY the undersigned, are the President and Secretary of THE ENDOWMENT FUND OF THE ENVIRONMENTAL COALITION OF ORANGE COUNTY, INC., and desire to amend the Articles of Incorporation as prescribed by Section 5614 et seg. of the Nonprofit Public Benefit Corporation Laws of the State of California. 1. Article FIRST of the articles of incorporation of this corporation is amended to read as follows: FIRST: The name of the corporation is: THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY,INC. The foregoing amendment of articles of incorporation has been duly approved by the Board of directors. The corporation has admitted no members other than the incorporators. 11n. _ Ah.u M BOLD M. THOMAS, Pros dent PAM WHITNEY Secr?§Eary The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Santa Ana, California, on July W , 1982. IA^ . THO S HAROL M MA -- ....?? ?? ?? .. lNH'ITNC? Dommont:198300630388 Page:10 of 20 65A-78 (Page 11 of 61) 65A-79 Dooument:198300430388 Page:11 of 20 (Page 12 of 61) tw? 83-430388 Now 65A-80 0/6' I D, ant:198300430388 Page:12 of 20 (Page 13 of 61) 65A-81 Doaument:198300430388 Page:13 of 20 (Page 14 of 61) 83-430388 .. y1,, ? 4 y '( I '.4•w ,,?'[ ?fib FAf I?G.+ Dooument:198300430388 Page:14 of 20 65A-82 (Page 15 of 61) 65A-83 Document:198300430388 Page:15 of 20 (Page 16 of 61) g?-43o??B. .: y". Dooument:198300430388 Page:16 of 20 65A-84 (Page 17 of 61) 65A-85 Aocument:198300430388 Page:17 of 20 (Page 18 of 61) 83-430388 All •IyF Dooument:19B300430388 Page:18 of 20 65A-86 (Page 19 of 61) 65A-87 Dooument:198300430388 Page:19 of 20 (Page 20 of 61) 83.-430388 Ij, ., i f R Document:198300430388 Page:20 of 20 65A-88 :. x ?.,, k } .?- A (Page 21 of 61) 13 Q r 53-430391 RECORDING RROUESTBDBY -700?? 25 ' ?+ FIRST AMERICAN TITLE INS.CO. *IEN Ii RDED MAIL TO: McDonough, Holland & Allen R OR DID INO OFFICIAL F19 CORDS CALIFORNIA 3200 Park Center Drive, Suite 710 Costa Mesa, CA 92626 Attn: Janet L. Callieter -400 PSI SEP 29',.03 $16.00 C2 DEED OF ARCHITECTURAL FACADE EASEMENT This grant deed of an Architectural Facade Easement is made this 28th day of September, 1983 by KILKENNY ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, having an address at 207 N. Broadway, Santa Ana, California ("Grantor"), in favor of THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY, INC., a California non-profit mutual benefit corporation, having an address at 106 West Fourth Street, Suite 503, Santa Ana, California 92701 ("Grantee"). Recitals Grantor is the owner of the certain improved real property, consisting of: commonly known as, Santora Building, 207 North Broadway, Santa Ana, California. Lot 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per map recorded in Book 2, Page 51 of Miscellaneous Records of Los Angeles County, California, in Orange County, California, more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference ("the property"). The property is significant in California history and culture and is an important example of Southern California and Orange County architecture. FIN undoarzoil d--tars Ih:t VW Powmor4ry Tnnshr FIh Wy4bb hvtan It 3 Na ?^nr i•`bltilt7.?t. com"'.!; : on (=n value of oroDatly mmoyud ,....-_. Co;.. J on f 'I V. a %:a 11=2 onJ 0,14)VII) lncH ramoinbip of pmo of :ola ''. DIZ.it IRST AMERICAN TITJr c_mn or a1t=:3nnjI LE INSURANCI COMPANY Exhibit / Document:198300430391 Pagel of 13 65A-89 (Page 22 of 61) 83-430391 The property has been placed on the National Register of Historic Places as maintained by the United States Department of Interior and/or is located in a registered historic district (as defined in 948 (g) (3) (B) of the Internal Revenue Code) and has been certified by the Secretary of the United States Department of the Interior to the Secretary of the United States Department of Treasury as being of historic significance to'the district. Grantors in granting this Architectural Facade Easement desire and intend that the architectural and historical value of the property be preserved and maintained. Grantee is a tax-exempt non-profit organization as described in 9501 (c) (3) of the Internal Revenue COde which meets the requirements of 9509 (a) (3) of the Internal Revenue Code, and which is controlled by an organization described in 5501 (o) (3) of the Internal Revenue Code, which controlling organization meets the public support test of 9509 (a) (2) of the Internal Revenue Code. Grantee's primary purpose is the preservation, protection and enhancement of historically significant real property. By accepting this grant, Grantee agrees to honor and defend the intentions of Grantor stated above, and to preserve and protect the facade, and thereby the architecture, of the property. -2- Doa=ent:198300430391 Page:2 of 13 65A-90 (Page 23 of 61) 83-430391 NOW, THEREFORE, in consideration of the facts recited above and the mutual convenants, terms, conditions and restrictions contained herein, and pursuant to SS815 and 816 of the California Civil Code, Grantor hereby voluntarily grants and conveys to Grantee an Architectural Facade Easement in gross in perpetuity over the property of the nature and character and to the extent hereinafter set forth. 1. Grantor convenants to do or refrain from doing upon the property each of the following; Without the written permission of Grantee, no construction, alteration or remodeling shall be undertaken or permitted to be undertaken on the property which would affect either the exterior surface or otherwise alter the facade or appearance of the presently existing improvements on the property, or which would adversely affect the structural soundness of the improvements. (The exterior surfaces of the improvements, including, without limitation, the exterior walls, roofs and chimneys are those which are visible presently, and which are shown in the ( ) photograph(s) of the exterior surfaces of the improvements, which photographs are attached hereto and incorporated herein by this reference.) However, reconstruction, repair, repainting or refinishing of the improvements necessitated by damage resulting from casualty, deterioration, or wear and tear, shall be -3- Dou=ent:198300430391 Page:3 of 13 65A-91 (Page 24 of 61) 83-430391 permitted without the prior approval of Grantee, provided that such reconstruction, repair, repainting or refinishing is done in a manner which will not alter the appearance of the improvements. In case of any reconstruction, repair, repainting or refinishing, Grantor agrees to obtain the prior written approval of Grantee as to any cleaning process to be employed, or the quality or color of paint to be used if significantly different from that presently on the improvements. Grantor may, without prior permission of Grantee, restore to original condition and appearance the exterior trim and woodwork, including balustrades, if any to the extent reasonably determinable. Grantor agrees at all times to maintain the property and improvements thereon, including the exterior appearance of the improvements, in a good and sound state of repair, subject to the casualty provision at paragraph 4 below. 2. Grantor agrees that the property shall be used only for those purposes permitted under the current zoning ordinance applicable thereto, as well as under all other laws and regulations now or hereafter applicable. 3. Grantor acknowledges that there is presently existing substantial and regular opportunity for the general public to view the architectural characteristics of the -4- Doo ment:196300430391 Page:4 of 13 65A-92 (Page 25 of 61) 83-430391 property. Grantor agrees that Grantor shall do nothing to obstruct or in any way impair such view, and shall take whatever actions as are reasonable under the circumstances to prevent obstruction or impairment by others. 4. Grantor agrees that should Grantor undertake any development on the property after date of this deed, such development shall conform in all material respects with applicable local, state and Federal standards for construction or rehabilitation within a district registered as an historic district on the National Register maintained by the United States Department of interior. 5. Grantor agrees that the property shall not be subdivided and shall not be conveyed or devised except as a single unit. 6. Grantor agrees that no enlargement of the existing improvements, or building of additional improvements shall take place, except that in the event of damage resulting from casualty to an extent rendering repair or reconstruction of the existing improvements unreasonable, building of comparable replacement improvements, the design of which shall be subject to the prior approval of Grantee, which approval shall not reasonably be withheld, shall be permitted. In such event, the replacement improvements shall conform in all material respects with applicable local, state and Federal standards for -5- Document:198300430391 Page:5 of 13 65A-93 (Page 26 of 61) 83--430391 construction within a district registered as an historic district on the National Register maintained by the United States Department of interior. 7. Grantor agrees that no easements, or similar or like interests in real proeerty, for purposes of placement of utilities or transmission lines, or other like or similar uses, may be granted or otherwise created on the property, except those required for the existing improvements. 8. Grantor agrees that Grantor shall permit no dumping or storage of trash, rubbish or any other unsightly or offensive materials on the property. 9. Grantor agrees that Grantor shall permit no topographical changes, including, but not limited to, the excavation and cutting of trees greater than eight (8) inches in diameter, except those which are dead or dying. 10. Grantor agrees that Grantee or Grantee's representatives shall be permitted at all reasonable times to inspect the property and the improvements. Although Grantee shall generally be able to make adequate inspection from the street, Grantor agrees that Grantee or his representative shall be permitted to enter and inspect the improvements from the inside for purposes of insuring maintenance of structural soundness of the improvements. Absent reasonable evidence of -6- Document:198300430391 Page:6 of 13 65A-94 (Page 27 of 61) 83-430391 deterioration, such interior inspections shall not take place more often than once annually. Inspection of the interior shall be made at a reasonable time in accordance with this paragraph upon request of Grantee. 11. Grantor agrees that Grantor shall provide no less than fifteen (I5) days written notice to Grantee before exercising any right of Grantor in connection with the property, the exercise of which shall have any adverse impact upon the interest in the property which is the subject of this easement. 12. Grantor agrees that in the event of any violation of any convenant or restriction contained in this easement, Grantee may after reasonable notice to Grantor sue for injunction, ex parte, temporary or permanent, of such violation and to require restoration of the property to prior condition, or, in the alternative, Grantee, or his representatives, may enter upon the property, correct any such violation, and hold Grantor responsible for the costs of corrections. Grantee may also exercise all other equitable and all legal remedies available to enforce Grantor's obligations under this easement. In the event Grantor is found to have violated any convenant or restriction of this easement, Grantor shall reimburse Grantee for any costs or expenses incurred in connection therewith, including, but not limited to, court costs and attorneys fees. -7- Dooament:198300030391 Page:7 of 13 65A-95 (Page 28 of 61) 83430391 13. Grantor agrees that the convenants and restrictions contained in this easement shall be incorporated by Grantor in any subsequent deed or other instrument by which Grantor divests Grantor of either the fee interest or a possessory interest in the property or any part thereof. 14. Grantor agrees that Grantee may place and maintain a plaque on the street facade of the property, not to exceed eight inches by 12 inches (8" by 12") in size, in a design reasonably agreed upon by Grantor and Grantee, which plaque is to give notice of the history of the property and improvements, and of the grant of this easement. No other signs, billboards or advertisements of any nature shall be placed upon the proerty, except fitting plaques or markers necessary to commemoration of the historic importance of the property, signs necessary to direct passage of persons or parking of vehicles upon the property, and a sign or signs stating the street address of the property. 15. Grantor and Grantee agree that if, as a result of an unexpected change in conditions surrounding the property having rendered the purposes of this easement impossible or impractical of attainment, this easement is extinguished in a judicial proceeding, all of the proceeds of the Grantee received in any sale or exchange of the property subsequent hereto shall be used by the Grantee in a manner consistent with -8- Doc=ent:198300430391 Page:8 of 13 65A-96 (Page 29 of 61) 83-430391 the purposes of this easement. Grantor and Grantee further agree that Grantee enjoys certain rights under this easement which rights are immediately vested in Grantee, and which have a fair-market value that is a minimum ascertainable proportion of the fair-market value of the entire property, which value is to be determined under Proposed Income Tax Regulations 1.107A-13 (h) (3), as published in the Federal Register dated May 25, 1983, or such final regulation as corresponds in substance thereto, or any other corresponding successor regulation or ruling. 16. Convenants and Restrictions contained in this easement shall bind Grantor and Grantor's heirs, personal representatives, successors and assigns. 17, This easement may be conveyed or otherwise transferred by Grantee only if the following conditions precedent to transfer are wets (a) that Grantee impose, as a condition of the transfer that the purposes served and advanced by this easement continue to be carried out by the transferreel and (b) that the transferree be, and satisfactorily demonstrate that it is, one of the followings (i) a governmental unit described in Internal Revenue Code S170(b) (1) (A) (v)l (ii an organization described in Internal Revenue Code 5170(4) (1) (A) (vi)i (iii) a charitable organization described in internal -9- Document:198300430391 Page:9 of 13 65A-97 (Page 30 of 61) 83-430391 Revenue Code 8501 (c) (3) which meets the public support teat of internal Revenue Code 5509 (a) (a)J (iv) a charitable organization described in internal Revenue Code 5501 (c) (3) which meets the requirements of Internal Revenue Code 5501 (c) (3) and that is controlled by an organization described in (i), (ii), or (iii) immediately above. Requirements of this Paragraph 17 shall be deemed to be met in the case of a sale or exchange of the property under the circumstances described, and in accordance with the terms and conditions set forth in Paragraph 15, above. 18. Enforcement of the terms and conditions of this easement shall be at the discretion of Grantee and any torebearance of Grantee to exercise any rights hereunder in the event of any breach hereof by Grantors shall not be deemed or construed to be a waiver of Grantee's rights hereunder in the event of any subsequent breach. 19. If any provision of this easement or the application thereof to any person or circumstance is found to be invalid, the remainder of the provisions of this easement, and the application of such provision to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby. -10- Doo=ent:196300430391 Page:10 of 13 65A-98 (Page 31 of 61) g3-430391 IN WITNESS WHEREOF, Grantor and Grantee have executed this instrument the date above written. KILKENNY ASSOCIATES , a California limited partnership BY /'r 'GRANTOR" Clifford C. Larson, general partner THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY, INC. BY - 1.... (f 'C' ?T2-4 s JANET L. CALLISTER GRANTEE MCDONOUGH, HOLLAND & ALLEN -11- Doaument;198300430391 Page:11 of 13 65A-99 (Page 32 of 61) f STATE OF CALIFORNI 1 COUNTY OF 83-430391 pi s On ' ?j lw3 before me, l k0 undersigned, a Notary Pubix In and lot sold Slate, personally appeared _ e. Personally known tome (or proved to me on the basis of ,,is. C factory "Vid0noo) 10 be the person that executed the within .99 Instrument as - paffner(s). On behalf olyj?-?e2 -. the parlnershlp M Jc therein n Imed and acknowledged 1o me that the partnership CI WITNESS my hand and offk seat. clat " Signatures ?_ e. ,j[ 171116 Stan for official notarial "aq IlodMdmq SPATE OF CALIFORNIA COMMONWEAUH LAND- 1 33. Trnl INMAMQ QDWAW OOIJNTY OF ORANGE pa SEPT. 27.1923_ balers., R. TAME sNoutPublicbandtoSaidState, par.o.uyappeased??CAL •T.S'1'FR . (koewo to me) (o p to ass on tbs bade ol sathdaetory aridsoool to be the Passau whom s1uns-4L- sebsomed to& within t and edtow&Wpd that she esecoud the e. WMESS my WA seal. 111tICIN,? R. TATE .ap+ NOT BM - CAUMM u R. PRINCIPAL OF w 1 CRANK COUNTY 1 My Cotnmbsfoh Fa0. Die. L5, M Sae M31CAtrek rAb"1o.pkbr..wW"Q I s i i I Doaument:198300430391 Page:12 of 13 65A-100 (Page 33 of 61) 5• THE LAND REFERRED TO IN THIS COMMITME 831S43N39ySTATE OF CALIFORNIA., COUNTY OF ORANGE. CITY OF SANTA ANA AND IS DESCRIBED AS FOLLOWS# LOTS 2, 3 AND 6- IN BLOCK 5 OF THE TOWN OF SANTA ANA. AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGE 51 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. ,.,?; ?,?, acs ?'?, ;,? • --_ - __.. t . . 1 '4 lTit11?:? ., Doo[mient:198300630391 Page:13 of 13 65A-101 ,'age 34 of 61) RFCORDING RFQilESTEO ev Ak-1MAIJ TO ?', t' '1F 3RD C. LARSON 85-036030 cP?P\io ATTUFKI Yv1T 1,1C L - (9 4-J DEED OF SUPPLEMENTAL ARCHITECTURAL FACADE BASEMENT THIS DEED OF SUPPLEMENTAL ARCHITECT;.RAL FA(:A))1S E.ASF.MENT, IR made this 1? day of January, 1985, by and betweon NUkenny A=wtotco, a CaUforn"mited Partnership, Grantor, and The Endowment Fund of Heritage Orange County, ;rec., Grantee. RECITALS The Grantee Is a non-profit corporation organized pursuant to the Non-Profit Corporation Act, State of California to further the goals of preserving the archltectural, historical and cultural heritage of California by stimulating, encouraging and assisting individuals in organizations undertaking the preservation of architecturally, historically and culturally significant residences and other properties by other means; The Grantee Is authorized to accept easements to protect properties significant In California history and culture; The Grantor is the owner in fee simple of improved coal property, consisting of: Commonly known as The Santora Building 207 North Broadway, Santa Ana, California and legally described as follows: Lot 2, 0 and 6 in Block 5 of the town of Santa Ana, as per map recorded In Book 2, page 51 of Miscellaneous Records of Los Angeles County, California which property Is hereinafter sometimes referred to as "the Premises". The Premises has been submitted to the National Register of Historic Places maintained by the Deparment of Interior and was placed on the Register in December, 1982. The Premises are significant In California history and culture and constitrte an important element in the architectural background of Southern California and Orange County; The grant of a supplemental architectural facade easement by Grantor to Grantee on the Premises will assist In preserving and maintaining the Premises and the Doc=ent:198500036030 Page:1 of 21 65A-102 (Page 35 of 61) 85-036030 architectural background of the State of California, and to this end Grantor desires to grant to Grantee a supplemental architectural facade easement on the Premises. NOW, THEREFORE, it is hereby acknowledged that, as part of the DEED OF ARCHITECTURAL FACADE EASEMENT made December 14, 1982 (attached hereto as Exhibit "A" and Incorporated herein by this reference) Grantor did thereby grant and convey unto the Grantee an easement, more particularly described below, in and to that certain real property and the Interior surfaces of Improvements located thereon which are more particularly described as follows: Lots 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per map recorded In Book 2, page 51 of Miscellaneous Records of Los Angeles County, California The easement thereby granted is effective December 14, 1982 and shall constitute a binding servitude upon the Premises. Grantor covenants on behalf of its successors and assigns, such covenants being deemed to run as a binding servitude, In perpetuity, with the land, to do or refrain from doing upon the Pre.mesis each of the following stipulations which were Intended by Grantor and Grantee to be Included In Exhibit "A" and which they agreed contribute to the public purpose In that they aid significantly in the preservation of the historic property; The interior of the structure shall be maintained in its present condition with all historic features protected from decay and alteration. Such historic features Include but are not limited to the followings a) the existing rental space and entry format with an open entry and atrium space in the center of the second floor and rental spaces arranged around the perimeter of the central open space area; b) cast plaster and terra cotta capitabi and string course features in the atrium and the central open space area; c) woodwork and office door materials that reflect the Spanish Renaissance style of the interior decor; RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA d) polychrome/glass Interior skylight cover. .g§o AM JAN 31'85 A e CQJK Dooument:198500036030 Page:2 of 21 65A-103 (Page 36 of 61) 85-036030 When referring to the interior space all references are to the second floor unless otherwise specified. In no way shall the existing office square footage be expanded by the movement of existing partitions between the common open space areas and the current office areas except as set forth In Exhibit "6", t 'rho covonanta and restrictions set forth in this Deed of Supplemental Architectural Facade Ennomont are intended to supplement the covenants and restrictions contained In tho Decomber 14, 1982 Deed of Architectural Facade Easement (Exhibit "A")i the covonantn and restrictions set forth In this Deed are not intended to substitute for or replace those covonantn and restrictions set forth in the December 14, 1982 Deed. The foregoing eovomsnls and restrictions Imposed and agreed upon as aforesaid shall not only be binding upon the Ornntor but also upon Its successors and assigns, and shall continue an a sorvitudo running In perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by Its successors and/or assigns, and by Its designee duly authorized in a dood of appointment by a duly authorized officer. IN WITNFM HEREOF, Grantor has executed, sealed and delivered this Deed of Supplemental Architectural Facade Easement. Grantor s 1 Clit rd C. -Larson, General Partner Kilkenny Associates -9- Doa=ent:196500036030 Page:3 of 21 65A-104 (Page 37 of 61) STATE OF CALIFORNIA COUNTY OF ORANGE 15. 85-036U30 On Iris 29 th day al January . In the year 19 a3, bolero rf. the undorAanod, a Notary Fjbhc In and tar said State, personally appeared Clifford . Larson General Partner. 1 enny Assoc ate$ , personally krown to me tot proved to me on the basis of satisfactory evidenoo) to be the person who executed the limited P -no shl named theroltl and acknow- OFFICIAL SEAL KELLY J ROSERTS NOTARY PUBLIC ^ CALIFORNIA L40 ORANGE COUNTY fay comm. &vim JUN 21, 1988 ALxI(MIOGYIMT-cw,Ytl Leah ft4W6hO-waoem raw 1110 within instrument on behalf of the a , P lodged to me that the limited partnership executed it. WITNESS my hand and official $eat. Y Inand for said Stale. -Mv LN SE1?PS •R11 NOlcartL A Document:198500036030 Page:4 of 21 65A-105 (Page 38 of 61) Jam-- . 85-036030 A EXHIBIT" VE11D OF ARCI',Micrt1RAL FACAIN; L•'ASCMCNT TIIIIS DI:I°.D OF ARCl1I't'F:CTUHAI. FACADE RASCNENT, made this 14th clay of December, 1992, by and between KILKENNY ASSOCIATES, a California I,imitod hartnershin, Grantor, and TIIE ENDOV1tArNT FUND OF II IiItITAGI; ORAN(:[' t OUNTY rN(7. , Grantee, !TAI.!; The Rtnot,•(• tti •1 I'on-nr't?(IL corporation oroanized nursuant, 1.11 tl:.• N011- I'!-)! I' r'"t • •tt .t; t,)n A(:t, State of California to lurt t .•r the 00a)s: 0( ot•,••:,•t•vlnr r.h•+ tr'•hiIoctura), historical 411(1 cultural heritage of Califor-nt,r by st:lmu)at•.inct, encourayxng and assisting individuals in orv..ni•r.,tt.ions undertaking the oreservation of architecturally, hislorir.al ly and culturally sionificant and other propo•r, t,•:. by other i-ans; The Grantee is authorized to accent easements to orotect aroperties siynirzr,.tnt in California historv and culture; Tho (•rnnt t:. 1,11., (,wn.•: ind fee simple of improved roll nroncrty, ann::i::t rn.t .)I : Co:nmon1v known as The Santora Huildinn 207 North Droadw,ly, S,tntrl Aria, California and le,yally described as follows: I,ot 1 ind G in Block 5 of the town of :l,u,..i .Ann, an nor mao recorded in n•., t_ n. ',l ,)1 Miscellaneous Records 1. Ctturtt y, (•., I t f ofnia ,:I,IrI' ..t..,,.i' ••tn.ilt.' I .t rr„•? I.•I,•iI,"1 lir t:. ••t 1:. r.t,-fill •.,•W' an•t wl,t?•li t:. M01. t..r+i t?•ul.tr t•, •I,•,. i!...t to :,,•I••?.iult' Dooument:198500036030 Page:5 of 21 65A-106 (Page 39 of 61) #e` 85`036030 A which is at.t.acllvd heroin and itleornorrtted herein by this re,ercnce; The orenises has be011 subnitted to Of liisto tlu• National Regittke, ric Places majilt ,ttnr:rl 1)V and will the Department of Interior, he u).tr,vl un the Ite-orstr•r to ,Ianu•7r"?', leP.7. The Prernr,o;; ,tr.• ::ulntlrr,•utl culture to C:aliEornta history .,n•I and run;, tr,ur, .u. rmunrl ,nt. clonlont in the .rrcl:tl,•r;,ur,tl back?rounri of srnrrhrl'It C;nlttnrnt.l oriel or.utn,' Count,,; The gran, p1 1 .rrchit-:t:urnl .`nr.adc' c,,nont?rnt by .r.trtkur to Grantee On kh,• Irrcnllr,(ts ,111 insist ill nreservlna an<t maintaining the 1>l',•,r.ises and the architectural' background of the State o! Cntirornia, ,tad t:o this end Grantor desires to orant to rr,ult,,,•, .utd Gr.tnton dtttlirr•:; architect to accent, and oral facade oascmrtrtr on tho Prenises. NOD), THEREFORt:, in consideration of One Hundred Dollars ($100.00) and other good and valuable consideration, t'eretot of which i, h,•r..•!,y a:knt>wJoda,'d• Grantor dncheresy and convey grant unto Iho Gr,rnter:, an nasonrurtk (which =asemont is more particularly duscrlbod hereinafter) to and to that Cortatn real pro.Derty and th„ exterior surface, of improvements )ocatee thprorltt which t ,. r nt„rr` unrtirntlnr)y dencriheri as fo1 low:,: Lnl '1 and E, to Hlrn:k S of .,.t,. r ., At, ! the 'Gown or !,,Ir„r `,1 ul ,:;(',?r :n.t,, rer,urd,.r1 to !Inr,k an,r,.Jr•a ,',>nnl v, i,., I rllruirrri, I',,.?nr,l:ul Ir?,:i Doownent:198500036030 Page:6 of 21 65A-107 (Page 40 of 61) ?5--'u3bu;su 9'11e onsernonI granted herein nhol? ':rln,l.It If to .1 bInd lno servitudc upon tho Premise.,, and Grantor cunvonanl:; on bohnlt of its successors and assigns, with Grantee, iLs successors and arslgns, such covenants beinq delrried Lo run an d brndino servitude, in oernetuity, with the land, to do or rofrain <rom doino upon the Promises each of the following atioulations, which the,., aproo cot,tribute to Lhe public ouroose in that they ,;tcl rinnif:cnntly in the oresorv(ltton cal Lh(• hiutoria uroport.v: 1. q-thv uxt.nrior surfaces of t t- 1111110 •r(,•nt:; (111"l,r(1 ina, wilhOUL Iilnit.ALAOn, th<t exLorror walls, root: , r:1,Inuwv. ,111(1 other rl,rment1; of Lhe exterior faca(!o Lhoruof) arr, t.ho;o which a1rw vt:;II)) nt thr. oresont. time, whir;tt or-, LI,oat, <1,_0 lc1,•(! 111 Lhc: phol.ographs ittached hereto Ind incur!>or 111:(1 horein 1s 1:::h1b1t A horoof. Without the express written nermissron of tho t;ranLco, r it.!; successors or assigns, no construction, alteration or remodelinn !:hal) ha undertaken or permitted to b(: unrlort.ak,In on the Premises which would affect. either the exo riuc :,urfac-L of othrrwts aItctr tho facade or appearance of said irlnrovements an depicted in Exhibit A or which would adversely affect the structural soundness of the Premises; Pr(tvidod• howcvl•l', t.11.11 S.h„ rr (>n';r tuna um, %*ojoir, int lnq or ro.f in'_sh i nu c)f the ly .x) :;t tan o,let n or elements of the said improvements subject to this architectural facade easement, damage to which is resulted from casualty loss, cloturioration or woar or tear, nh.ll) be nermitted wiLhoul the •+1 t•,i .111011)vn) Of Grafll.oo, gr'ovi-lod that :nu:h I•r,:on5trugL 1011 , 1,, 1!1, I(•,,.(11,1111,1 111 ro11n1•,I,Imi 1,. rn,rforniod in a monnor which 11„ rt,•n' will not ,; I l • , ,n' t ntr 11 M- • 1• , .. r)r•ru•1(1 11 111,- 111-1 Document:198500036030 Page:7 of 21 65A-108 (Page 41 of 61) r/ 85036030 '11r. they are -n Lhis (late. GranLor wroes to obtain the prior written consent of the Gr.(rtt.r(l, its successors or assigns, as to the cleaning procol;:; to ho rmployod or the quality or color of the Paint to be ttr;od if r;inliificantly different from that presently existing, l;t.lnlot may restore to its orinina) condition an(l aonLrarancg Lho gxlrrior trim, woodwork, and balustrados to tho ttxtont Lhat the original condition and apoearance can b(.- da-Lormined. Grantor aclreus at 01. tuxes to maintain the lot and :;tructure hern?n described, and tho oxterior appoaranc o of t.hr, Pt aml ,rr. in a good and sound state of repair, :;ubj(ect to LIW I•.r:;w(1Ly loss provisions described below. 2. The Premise should be used only for those ourooses allowed under the exintinq zoning ordinance apolieable thereto as well as all other govQrnmgntal laws and reaulations now or hereafter in eftect as aopltes to these Premises. 3. The Premises shall not be subdivided, nor shall it ever be devised or conveyed except as a solitary unit. 4. No vxLort:;i0rn of tlti• ,yistino :;t.ructurv ur otoct il>n of additional st.ructur•r:; :clh.ll l be nern_tted, excent that it t•hu event of damage resulting from casualty loss to an extent rendering repair or reconstruction of, the existinn improvements impracticable, erection of a comparable structure, the design of which :;h.tll III- :;ul?l t I.(, tho prior .n>ortvnl by Grantrn, -;hall h,. u.•tr,tI •, . Dooument:198500036030 Page:8 of 21 65A-109 (Page 42 of 61) 857-036030 S. No utility transmission lines or easements, except those required for the existing improvements, may be created or granted on the subject Premises. 6. No dumping nor storage of trash, rubbish, or any other unsightly or offr-nsive materials shall be ?ermitted on the subject Premises. 7, No topographical Changes, including but not limited to the excavation and the cuttino of trees greater than eiqht inches in diameter (exce?t when dead ar dangcrously decayed), shall occur upon the Premises. 8. Grantor hereby agrees that duly authorized represRntatives of Grantee, its successors or assiqns, shall be permitted at all reasonable times to inspect the Premises. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee, its successors or assigns, and Grantor covenants not to withhold unreasonably its consent for such inspections. 9. In the event of any viol..tion of any covenant: or restriction contained herein, the Grantee, its successors or assigns, may, upon reasonable notice to Grantor, institute any legal or equitable action for damages to enjoin by ex paste, temporary, and/or permanent injunction, such violation and to require the mandatory rentorol.iun Of 1110 1'rumirnti u1 their prior Dooument:198500036030 Page:9 of 21 65A-110 (Page 43 of 61) 65-03E030 condition, or, in the alternative, to enter upon the Premises, correct any such violation and hold the Grantor, its successors ur assigns, responsible for the entire cost thereof. Grantee, its successors or assigns, shall also have available all other legal and nquitable remedies to enforce Grantor's obligations hereunder, and in the event Grantor is found to have violated any of its obligations or covenants, Grantor shall reimburse Grantee, its successors or assigns, for any and all exoenses incurred in connection therewith, including court costs and attorneys ices. 10. Grantor agrees that those restrictions will be inserted by it in any subsequent deed or other legal instrument by which it divests itself of either the fee sirlple title or its possessory interest in the Premises, or any part thereof. it. Grantor, for itself, its successors or assigns, agrees that the Grantee, its successors or assiens, may provide and maintain a plaque on the street facade of the Premises (not to exceed eight by twelve inches in size) in a design mutually approved by both parties hereto, giving notice of the history of the Premises and the grant of this architectural facade oasnment. No other signs, billboar9s, or advertisements shall b•e displayed or placed upon the Premises, except plaques or other markers appropriate for commemorating the historic importance of the Premises, siqns necessary to direct passge u1 nrr,uns nr parking vehicles ulnm tho I)rclnl:.es, and siqn n, :; Igll:c :;L.11 in,) I hr. a0b11 , .,,, of I h., Document:198500036030 Page:10 of 21 65A-111 (Page 44 of 61) rj 85-039030 covenants i and restrictions imposed and agreed ng The forego shall not esaid f only be bindino upon the Grantor but , or upon as a uccessors and i assigns, and shall continue as a ts s also upon servitude running in perpetu ity with the land and shall survive tion of Grantor's or Grantee's existence. All rights any termina reserved herein to Grantee s hall run for the benefit of and may --4 ' its designee 1 a duly STATE OF CALIFORNIA let OranBc I .._.._._...._._ COUNry Of 1982 _ oulon m 14, x December e, ma vndatnunpd a NOlary/•uhhcln a no to, - -. On- Alexander B. Mc Donald _ .. u u?d Staltl,pnronauy appealed_ _..... _. , and delivered ?___..____-?_.._----..___.---_-• ? Grantee has I)VIonally known to me tot ptoved to me on the basic d 111U.- Iacso(Y endYMe) 10 oe the pe,aO. That executed the wdhm " d both o+^^eqn. d, an a tumenl aa ------??- inal OFFICIAL SEAL .a - n Kilkenny pnbehalfot Associates D,BORAH DES JARDINS • CAItFOAN1A " olace indicated ( NOTARY OVOL,C Ca1lEornie Limited parCner!RhBannetrhis, e LOS ANGELES COUNTY a therein named and acknowledged to me that the panne+sh,p my comm. ewes AN 9, 1964 executed It. u WITNESS my 1Khd doN¢ul at g/ Slgnalw- `- (THIS uu for on,cial ..141141 reap l NN00137 NO CAT TITLE INSURANCe 1611 . . TO trials CA (7..471 AND TRUST (Corporation) a^m"1O"'""• STATE OF CALIFORNIA -?. COUNTY OF Draft 19B2 before 14 me, the undcri,pned, a Nntary Public in and for , On December COL . Thomas - said State, personally appeared --------- pcrsonally known to me of proved to me on the basis of satisfactory evidence to be the person who executed the within instrument u she _ President, and pctsopally known [o me or i proved to me on the basis of saiisfac[ory evidence to be e L n instrument ra the U[ed I h OFFICIAL SEAL KRORAH DES JARD IO CXCC t e arson W hh Pree?dent Iflrilal of the Corporation j NOTARY PVOtIC • CALIFO 01) that executed the within instrument and acknowledged i LOS ANGELES COUNTY my cornet, emlrea IAN 9 to me that such corporation executed the within instru• assent pursuant to it, by-laws or a rc motion of iu board n! direao , Wil•NI?ti4 my 'I d nlflrta to 1. 74 11 kn ut, [,u n11n Id nolaaal wdl SlgnatuI Document:198500036030 Page:11 of 21 65A-112 (Page 45 of 61) 85-036030 The foregoing covenants and restrictions imposed and nareed upon as aforesaid, shall not only be binding upon the Grantor but also upon its successors and assigns, and shall continue as a servitude running in perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by its successors and/or assigns, and by its designee duly authorized in a deed of ,appointment executed by a duly authorized officer. IN WITNESS w1iEREOP, Grantor has executed, sealed and delivered this Deed of Architectural Facade Easement, and said Grantee has caused these covenants and restrictions to be accepted, and both parties duly executed this instrument on the,date and place indicated below. GRANTOR / ? ` GRANTEE: Corporate Acknowledgement Non-Profit Corporation Dooument:198500036030 Page:12 of 21 65A-113 (Page 46 of 61) 85-036030 State C Olifornia CN•FICE Of III( SEC:REIP't', UI 'Inl( 1, AIAl C/1 FONG' EU, Secretarv of State of thV State of Cillifol-11iil, hcrcl)y certify: That the anlw.ww l transcript has been comhtlred with the recurd on file in this office. Of Which it purPc)rts to Ix' a copy, and that salne is full, true and correct, IN WI'T'NESS WHEREOF, t execute this certificate and affix the Crean Seal of the State of California this SEP 3 !aS?. jjit?jijjj 11 lit! 11 r; V1,?et?c,Pn -?,u. ?cc c, Document:198500036030 Page:13 of 21 65A-114 (Page 47 of 61) *85-036030 i CERTIFICATE OF AMENDMENT TO ENDORSED ARTICLES OF INCORPORATION F I L E 1ols? ;. ?I.v o11?v vl A.v yvuvlal vl M S?v of CvlNV?a FOR AUG 3 01982 THE ENDOWMENT FUND OF TIME ENVIRONMENTAL. CqW lWE1.E 10086' ? OF ORANGE COUNTY, INC. Deputy A California Nonprofit Public Benefit Corporation 0, . A . To: rho gvcretary of State: IIAItOLD M. THOMAS and PAM WHITNEY the undersigned, are ttia presidont and secretary of THE ENDOWMENT tiUND OF THE ENVIRONMENTAL COALITION OF ORANGE COUNTY, INC., and desire to amend the Articles of incorporation as prescribed by Section 5814 et se.q. of the Nonprofit Public )lenefit State Laws of the of California. 1. Article FIRST of the articles of incorporation of this corporation is amended to read as fOO Ows: FIRST: The name of the corporation is' THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY,INC. The foregoing amendment of articles of incorporation has been duly approved by the Board of directors. The corporation has admitted no members other than the incorporators. ?TJIOMA?n?esldent PAM WHITNE~ Secr: 'ary The undersigned declare under penalty of perjury that the matters sot forth in the foregoing certificate are true California, of their own knowledge. Executed at Santa An on Jul 'J0 1982. ? HAlioi, M. I410MAS I,;,pM? tirll t'I'NI:Y Document:198500036030 Page:14 of 21 65A-115 (Page 68 of 61) 65A-116 Dooument:198500036030 Page:15 of 21 (Page 49 of 61) 85-02E?30 W SHR6e Yi G?i G-r Doaument:196500036030 Page:16 of 21 65A-117 (Page 50 of 61) AX _f1iF.i"I?n Dooument:198500036030 Page:17 of 21 65A-118 (Page 51 of 61) Docu ent:198500036030 Page:18 of 21 65A-119 ,---ftw 85-030L,;30 (Page 52 of 61) Dooument:198500036030 Page:19 of 21 65A-120 (Page 53 of 61) rd'sw 35 Dooument:198500036030 Page:20 of 21 65A-121 (Page 54 of 61) es-a3soso J w ®A 21 W? U) V A Ir ?I p. ? I NUN() It ? f yr r+ r' , r J ti ExHiB'L.L #6 rf %f if .F. ?'?f(i/ Il 1fl l'1 r? 1 l4?1 r':?? ?r 1 1 ?i+f ?f Dou=ent:198500036030 Page:21 of 21 65A-122