Item 09 - First Amendment to THRIVE DDA & Consent to Assignment of Leases & Rents Authorization

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EXHIBIT 1 1 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,