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CITY OF SANTA ANA GROUND LEASE Community Micro -Farm Project at 1901 West Walnut Street, Santa Ana THIS GROUND LEASE ("Lease") is dated as of , 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 ("Lessor"), and THRIVE Santa Ana, Inc., a 501(c)(3) tax exempt California public benefit corporation ("Tenant") (collectively, the "Parties," and each a "Party"). The Parties enter into this Lease with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. Lessor 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 Lease as Exhibit "A" and incorporated herein by reference ("Premises"). B. Tenant proposes to develop a community micro -farm on the Premises. 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 fanning skills to community members. Tenant will use a comprehensive assessment of community needs to determine the specific use of the Premises, as particularly described in the Project Description attached to this Lease 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 Premises, but that original Exclusive Negotiation Agreement expired on its own terms on April 26, 2019. D. On September 17, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. N-2019-206) for the purpose of further planning and evaluating the feasibility of the proposed Project. E. The Parties entered into a Disposition and Development Agreement ("DDA") dated March 3, 2020, incorporated herein by this reference, pursuant to which Lessor had agreed to lease the Premises to Tenant upon the fulfillment of certain conditions precedent. F. 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. G. Based on the reasons identified in Recital F, above, together with the commitments and obligations of the Tenant to develop the Premises and operate the Project as contained in the Page d