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HomeMy WebLinkAboutTHRIVE SANTA ANA, INC. (3)RECORDED AT REQUEST OF CLERK, CITY COUNCIL CITY OF SANTA ANA WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30 P.O. Box 1988 Attention: City Clerk Exempt from Filing Fees Gov. Code Sections 27383, 6103 INSURANCE NOT REQUIRED Return FULLY EXECUTED WORK MAY PROCEED copy to COTC M-30 A-2022-090 CLERK OF COUNCIL FIRST AMENDMENT TO DATE: AUG 0 3 2022 DISPOSITION AND DEVELOPMENT AGREEMENT 0 : GOft C' CSN1%AO�1� by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California, and THRIVE Santa Ana, Inc., a California public benefit corporation. [Dated as of June 7, 2022, for reference purposes only] FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT FOR COMMUNITY MICRO -FARM PROJECT AT 1901 WEST WALNUT STREET, SANTA ANA THIS FIRST AMENDMENT to the above -referenced Disposition and Development Agreement is entered into on June 7, 2022, by and between the THRIVE Santa Ana, Inc., a 501(c)(3) tax exempt California public benefit corporation ("Developer"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City") (collectively, the "Parties" and each a "Party"). RECITALS A. The parties entered into Disposition and Development Agreement No. A-2020-044, dated March 3, 2020, but recorded and effective June 18, 2020 ("DDA"), by which Developer proposed to develop a community micro -farm ("Project") on the City property located at 1901 West Walnut Street, Santa Ana, California 92703 (APN 007-332-08) ("Property"). B. On June 17, 2021, the City approved Developer's request for a one (1) year extension of the DDA Project Completion Date to June 18, 2022. C. In accordance with the terms and conditions of the DDA, the Parties now wish to amend the DDA to: extend the Project Completion Date; expand the Right of Entry to allow Developer to complete soil remediation on the Property; update the Performance Schedule; and, amend certain terms of the anticipated Lease Agreement for the Project. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of the DDA, except as hereinafter modified, the parties agree to the following: 1. Section 2.1.45, "Performance Schedule," shall be amended to replace the schedule for the performance of certain actions by the City or the Developer, attached to the DDA as Exhibit C, with the "First Amended Performance Schedule" attached hereto as Exhibit C- 1 and incorporated herein by reference. 2. Section 2.1.49, "Project Completion Date," shall be amended to mean the earlier of: (i) the date of issuance of a Certificate of Completion for the Project; or, (ii) June 18, 2023. Notwithstanding this Project Completion Date, which relates to the completion of construction of the Project, the Lease Agreement must be executed between the Parties by December 15.2022. 3. Section 3.3, Developer Due Diligence Investigations, shall be amended to expand the scope of the Due Diligence Investigations defined in Section 2.1.23, to include allowance for Developer to enter the Property to complete Soil Remediation, at the sole cost and expense of the Developer. The expanded scope of the Due Diligence Investigations to include Soil Remediation shall apply to all subsections within Section 3.3, such that Developer shall be subject to all limitations and requirements that applied to its Due Diligence Investigations, when conducting Soil Remediation on the Property. However, 1 the Limitations detailed in section 3.3.2 shall not apply to the Soil Remediation. Otherwise, while conducting Soil Remediation on the Property, Developer shall be required to provide Indemnity and Insurance, deliver a Completion Notice to the City, accept the Property "As - Is," and comply with all other terms and conditions found in Sections 3.3.1 through 3.3.6. 4. Exhibit E, Ground Lease Section 2.7, Option to Purchase, shall be amended to prohibit the exercise of the Option to Purchase by any party other than the original Tenant, THRIVE Santa Ana, Inc. Specifically, if any bank or other third party acquires the leasehold rights from Tenant through foreclosure, assignment, or any other means, this Option to Purchase shall be void and removed from the Ground Lease. 5. Except as modified by this First Amendment, all terms and conditions of the DDA shall remain in frill force and effect. {signatures on following page} 2 A-2022-090 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the DDA on the date and year first written above. ATTEST: Q DAISY GOMEZ . WClerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL A�;'— XveL- STEVEN A.MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RID City Manager DEVELOPER By: ANA URZUA President, THRIVE Santa Ana, Inc. Dated: May26,2022 By: CESAR COVARRUBIAS Treasurer, THRIVE Santa Ana, Inc. Dated: May26,2022 EXHIBIT C-1 FIRST AMENDED PERFORMANCE SCHEDULE A. Days shall be calendar days, unless otherwise specified. B. Except for the execution of the Lease and prerequisites for the execution of the Lease, the City Manager is authorized by the City to make minor changes to the schedule prior to the Project Completion Date resulting in an aggregate extension of the Project Completion Date of ninety (90) calendar days or less. C. In the event of any conflict between this schedule and the DDA, the terms and provisions of the DDA shall control. E. All defined terms indicated by initial capitalization used in this schedule shall have the meanings ascribed to the same terms in the DDA. Action Date Action to be Completed B 1. Effective Date of Agreement 6/18/2020 3. Submission of updated Financial Pro Forma from Developer to City 3/I5/2022 4. Delivery of Due Diligence Completion Notice from Developer COMPLETED to City 71212018 5. Submittal of building permit application(s) from Developer to COMPLETED City 313012022 6. Issuance of building permit(s) by City 12/15/2022 7. Document Construction Financing, Permanent Financing, and 12/15/2022 Evidence of Equity 8. Execution of Lease 12/15/2022 9. Groundbreaking ceremony 12/15/2022 10. Commencement of construction and installation of Project 12/15/2022 11. Submission of administrative request for extension of 6/18/2023 construction deadline, if necessary, from Developer to City 12. Completion of construction and installation of Project 6/18/2023 13. Submission of Certificate of Completion from Developer to 6/18/2023 City 14. Issuance of Certificate of Occupancy by City 6/18/2023 15. Grand opening ceremony 6/18/2023 Community Development Agency santa-ana.org/cd Item # 9 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report June 7, 2022 TOPIC: First Amendment to THRIVE DDA and Consent to Assignment of Leases and Rents Authorization AGENT Approve First Amendment to the Disposition and Development Agreement with THRIVE Santa Ana, Inc. for the Development of a Microfarm at 1901 W Walnut Avenue and Authorize the City Manager to execute a Consent to Assignment of Leases and Rents Agreement RECOMMENDED ACTION 1. Authorize the City Manager to execute First Amendment to Disposition and Development Agreement (agreement no. A-2020-044) with THRIVE, Santa Ana, Inc. to extend the term for one year, allow right of entry for soil remediation, update the schedule of performance, and amend the ground lease, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a Consent to Assignment of Leases and Rents Agreement with THRIVE, Santa Ana, Inc., subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 3, 2020 the City Council approved Disposition and Development Agreement (DDA) with THRIVE Santa Ana, Inc. (THRIVE) for the development of a microfarm at 1901 West Walnut Street, APN# 007-332-08, a 0.38-acre City -owned property. The DDA was designed to achieve the development of the site in a coordinated and comprehensive manner. The terms of the DDA stipulate that THRIVE, as the developer, must obtain entitlements, construction financing, permanent financing, evidence of equity, and obtain building permits, prior the City executing a Ground Lease attached to the DDA. Once the terms of the DDA are met, the City Manager is authorized to execute the Ground Lease for a negotiated 99-year term, at a lease rate of $1 per month. The DDA allowed for a one-year administrative extension, which was requested by THRIVE and approved by the City. This extends the DDA through June 18, 2022. THRIVE From Sent: RHodge@santa-ana.org To: Friday, April 24, 2020 2:58 PM Subject: Vazquez, Sylvia RE: THRIVE Insurance Sylvia, The insurance is supposed to be in place prior to any due diligence or other work on the property. If no pre - development work is conducted on the property, then the insurance documents are due to the City at least 45 days before execution of the lease. Hope this helps, Ryan From: Vazquez, Sylvia <SVazquez@a santa-ana.org> Sent: Thursday, April 23, 2020 4:46 PM To: Hodge, Ryan <RHodge@santa-ana.org> Subject: THRIVE Insurance Hi Ryan, Hope you're doing well. Going to rout the THRIVE DDA to the Clerk, however wanted some clarification regarding insurance. Is the insurance for THRIVE required for the DDA orjust for the Lease? Thank you, Sylvia Vazquez I Economic Development Specialist II Community Development Agency 120 Civic Center Plaza I Santa Ana, CA 92701 714-647-5445 1 svazauezaa)santa ana ore *2020; CI- us 4vi SANTA ANA COUNT$ THRIVE DDA Amendment Final Audit Report 2022-05-26 Created: 2022-05-26 By: Sylvia Vazquez (svazquez@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAaAzlugbWD6_sifaRtQOxVsjKj25iUmbE "THRIVE DDA Amendment" History Document created by Sylvia Vazquez (svazquez@santa-ana.org) 2022-05-26 - 8:46:42 PM GMT- IP address: 98.153.69.210 p'4 Document emailed to Ana S Urzua (ana.urzua@cooperacionsantaana.org) for signature 2022-05-26 - 8:47:58 PM GMT Email viewed by Ana S Urzua (ana.urzua@cooperacionsantaana.org) 2022-05-26 - 9:13:08 PM GMT- IP address: 76.170.12.220 d© Document e-signed by Ana S Urzua(ana.urzua@cooperacionsantaana.org) Signature Date: 2022-05-26 - 9:18:39 PM GMT - Time Source: server- IP address: 76.170.12.220 04 Document emailed to Cesar Covarrubias (cesarc@kennedycomrr ission.org) for signature 2022-05-26 - 9:18:41 PM GMT Email viewed by Cesar Covarrubias (cesarc@kennedycommission.org) 2022-05-26 - 10:07:41 PM GMT- IP address: 66.249.84.89 6© Document e-signed by Cesar Covarrubias (cesarc@kennedycommission.org) Signature Date: 2022-05-26 - 10:14:22 PM GMT- Time Source: server- IP address: 23.240.72.248 Ely Document emailed to Ryan Hodge (rhodge@santa-ana.org) for signature 2022-05-26 - 10:14:24 PM GMT Email viewed by Ryan Hodge (rhodge@santa-ana.org) 2022-05-26 - 10:16:09 PM GMT- IP address: 98.153.69.210 49 Document e-signed by Ryan Hodge (rhodge@santa-ana.org) Signature Date: 2022-05-26 - 10:18:37 PM GMT - Time Source: server- IP address: 98.153.69.210 0 Agreement completed. 2022-05-26 - 10:18:37 PM GMT Q Adobe Acrobat Sign