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CITY OF SANTA ANA DISPOSITION AND DEVELOPMENT AGREEMENT Community Micro -Farm Project at 1901 West Walnut Street, Santa Ana THIS DISPOSITION AND DEVELOPMENT AGREEMENT ("Agreement") is dated as of March 3, 2020, for reference purposes only, and is entered into by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and`'THRIVE Santa Ana, Inc., a.501(c)(3) tax exempt California public benefit corporation ("Developer")(collectively, the "Parties," and each a "Party"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. The City owns that certain real property generally located at 1901 West Walnut Street, Santa Ana, California 92703 (APN 007-332-08), and as more particularly described in the Legal Description attached to this Agreement as Exhibit "A" and incorporated herein by reference ("Property"). B. The Developer proposes to develop a community micro -farm on the Property. The term "micro -farm" refers to a small space primarily used to cultivate crops in an urban or suburban setting. Additionally, micro -farms are used to teach gardening and farming skills to community members. Developer will use a comprehensive assessment of community needs to determine the specific use of the Property, as particularly described in the Project Description attached to this Agreement as Exhibit `B" and incorporated herein by reference ("Project"). C. On May 1, 2018, the Parties entered into an Exclusive Negotiation Agreement (No. A-2018-117) to negotiate the potential future development of the Property. Developer successfully completed a majority of Agreement milestones. D. On September 17, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. N-2019-206) to complete the final two milestones related to project financing and finalizing City staff approvals. The term of the Second Exclusive Negotiation Agreement will expire on the earlier of the execution of this Agreement or March 15, 2020. E. The proposed Project will result in the redevelopment of underutilized land, development of a community micro -farm for the benefit of local residents, and increased employment opportunities within the City produced by the Project. F. Based on the reasons identified in Recital E, above, together with the commitments and obligations of the Developer to develop the Property as contained in this Agreement, the City has determined that the lease of the Property to the Developer for development of the Project in accordance with this Agreement is in the best interest of the City. 1