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60A - ENA THRIVE SANTA ANA - COLOR
REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 17, 2019 TITLE: APPROVE SECOND EXCLUSIVE NEGOTIATION AGREEMENT WITH THRIVE SANTA ANA, INC. FOR 1901 WEST WALNUT STREET (STRATEGIC PLAN NO. 7, 6) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on is' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER 1. Authorize the City Manager to execute a Second Exclusive Negotiation Agreement with THRIVE Santa Ana, Inc., for 1901 West Walnut Street, Santa Ana, for the period of one hundred and eighty (180) consecutive calendar days commencing on September 17, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to negotiate a Disposition and Development Agreement with THRIVE Santa Ana, Inc., for the development of a microfarm at 1901 West Walnut Street, Santa Ana. DISCUSSION THRIVE Santa Ana, Inc. (THRIVE), a Community Land Trust (CLT), established in 2017, was formed by local nonprofit leaders and residents to acquire land for the purposes of providing community benefits, such as affordable housing, parks, urban microfarms, and marketplaces for small businesses. A CLT is a community based nonprofit dedicated to the stewardship of land for the permanent benefit of local residents. As a CLT, THRIVE would work with local residents to determine the use of acquired land based on the needs of the local community. On May 1, 2018, the City Council approved an Exclusive Negotiation Agreement (ENA) with THRIVE for the potential future development of the 0.38-acre property located at 1901 West Walnut Street, Santa Ana, CA 92703. During the ENA period, which expired on April 26, 2019, THRIVE's completed milestones included, but were not limited to, selecting the use for the site as a microfarm and submission of an initial pro forma, Phase I Environmental Assessment, site plans, and a community benefits report. The Second ENA (Exhibit 1) would provide additional time for THRIVE to finalize site plans, provide proof of ability to obtain financing for the project, and negotiate a Disposition and 60A-1 Second Exclusive Negotiation Agreement THRIVE Santa Ana, Inc. September 17, 2019 Page 2 Development Agreement with the City. This project would be the first acquisition and development project by THRIVE. Proposed Development THRIVE proposes to develop a microfarm to grow and distribute fresh produce and ornamentals, and host weekly open-air markets and community activities that promote health (Illustration A). The site would include raised garden beds, a work area, produce pick-up table, and lunch tables. In partnership with a local food cooperative, items would be sold through a community supported production model, wherein members pay a monthly subscription to receive a box of produce at their home, or available for pickup. An on -site parking lot would host the open-air markets. LEGEND O PLANTING BED Q PARKINOLOT/ FARMERS MARKET (12 PARKING STALLS) Q WORKROOM 0 FARM STAND © STORAGE Q SERVICE (POTENTIAL RESTROOM) O MEETING ROOM © CANOPIES/ CARPORTS Q BIOSWALES O NATIVE GARDEN © BIKE RACKS 0 CURB EXTENSION © DIAGONALPARKING © DWARF FRUIT TREES 0 WALNUTTREES Q STREET TREES 0 PALO VERDE TREES Illustration A The Conceptual Design Package and Site Plans (Exhibit 2) submitted by THRIVE provides images of the current conditions the site, the proposed site plan, and case studies of successful and similar microfarm and community land trust projects. The plans are currently in a second review phase with the City's Planning and Building Agency. 60A-2 Second Exclusive Negotiation Agreement THRIVE Santa Ana, Inc. September 17, 2019 Page 3 The project site (Illustration B) has been vacant for over 12 years. It was acquired by the City in 2007, and the former Orange County Rescue Mission structure was demolished in 2011. The site was recently rezoned as C2 (General Commercial) and the proposed microfarm is a permitted use. Illustration B Community Outreach and Benefits Since 2016, nonprofit groups such as Santa Ana Building Healthy Communities, who are now part of the THRIVE board of directors, have conducted community engagement to educate local residents and inform them about the benefits of CLT's which include promotion of health and wellness, building, generational wealth, supporting long-term housing affordability, and improving access to housing. This process included over 20 outreach events and surveys of the surrounding site which are described in the Community Benefits Report (Exhibit 3) submitted by THRIVE. The Community Benefits Report also describes the positive impacts of a microfarm to the community. These benefits include: 1) making organic produce and other healthy options more available in the local neighborhood, 2) implementing a membership -based model to provide monthly baskets of vegetables, fruit and other garden products to members at a low cost, 3) creating worker cooperative jobs, 4) encouraging participation from local residents which can contribute to the local neighborhood economy, civic engagement, and prevention of costly health conditions including obesity and mental health illnesses. 60A-3 Second Exclusive Negotiation Agreement THRIVE Santa Ana, Inc. September 17, 2019 Page 4 The report states that 'The project will create jobs, supplemental income, provide healthy food, physical activity and other healthy lifestyle options. Cost savings for residents include food items, improved physical and mental health, and for the City cost savings include preventing emergency services, as well as increments in neighborhood sales, which contributes to local taxes." THRIVE continues to engage the local community throughout the project development process. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 — Community Health, Livability, Engagement and Sustainability. FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Second Exclusive Negotiation Agreement 2. Conceptual Design Package and Site Plans 3. Community Benefits Report 4. Location Map 60A-4 EXHIBIT 1 SECOND EXCLUSIVE NEGOTIATION AGREEMENT This Second Exclusive Negotiation Agreement ("Agreement") is dated September 17, 2019, 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'), to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA") between the City and Developer. City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): RECITALS WHEREAS, the Parties entered into an Exclusive Negotiation Agreement dated May 1, 2018, to negotiate the potential future development of the property located at 1901 West Walnut Street, Santa Ana, CA (APN 007- 332-08) ("Property"), but that original Exclusive Negotiation Agreement expired on its own terms on April 26, 2019; and WHEREAS, the Parties entering into this Agreement intend to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential use and development of the Property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; and WHEREAS, City owns the Property, and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, 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 Exhibit 1113" attached to this Agreement and incorporated into this Agreement by this reference ("Project"); and WHEREAS, the Parties propose to conduct negotiations in order to produce a DDA in accordance with the timeline and milestones attached to this Agreement as Exhibit "C' ; and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property, and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA between City and Developer; and EXHIBIT 1 60A-5 EXHIBIT 1 WHEREAS, City is willing to enter into a period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. Term of Agreement. (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by their respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall each deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their authorized representatives have executed this Agreement. This Agreement shall continue in effect for the period of one hundred and eighty (180) consecutive calendar days immediately following the Effective Date ("Negotiation Period"), subject to the limitations of Sections 2(b). (b) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (as may be extended pursuant to the terms of this Agreement), unless prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 3. Obligations of Developer. During the Negotiation Period, the Developer shall proceed diligently and in good faith to develop and present to City staff for review, all of the following: (a) A complete development application, together with the payment of all applicable review fees for the Project on the Property, that describes and depicts: (1) the location and placement of proposed property modifications and, if applicable, (2) the architecture and elevations of any proposed buildings; (b) Proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate the Project on the Property; (c) A proposed financing plan identifying financing sources for all private and public improvements proposed for the Project; and 60A-6 EXHIBIT 1 (d) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by the Project. Said information shall he provided in an Economic Development Subsidy Report and/or Community Benefit Report, as determined and requested by the City. 4. Negotiation of DDA. During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. The exact terms and conditions of a DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and the Developer will be approved by the governing bodies of the City. The Developer acknowledges and agrees that the City's considerations of any DDA is subject to the sole and absolute discretion of their City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 5. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Agreement, except as provided in Section 5(c). (b) The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to the Developer or any other person, by sending written notice of termination to the other Parties, referencing this Section 5(b). (c) Notwithstanding anything in this Agreement to the contrary, Developer may assign its rights under this Agreement to an Affiliate (as defined in Section 5(d)), on the condition 60A-7 EXHIBIT 1 that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City and further provided that Developer shall, at all times, control any such Affiliate. (d) For the purposes of this Agreement, the term "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 6. Developer Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, the Parties shall diligently review and comment on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the DDA fully executed by the authorized representative(s) of the Developer to the City Manager for submission to City Council for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to the Developer and the City Council of the City, in their respective sole and absolute discretion. (b) During the Negotiation Period, the Developer shall also keep City staff advised on the progress of the Developer in performing its obligations under this Agreement, on a regular basis or as requested by City Staff including, without limitation, having one or more of the Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Project and the progress of negotiation of a DDA, such that such person(s) can meaningfully respond to inquiries from City and regarding the progress of the design and planning of the Project or the negotiation of a DDA, attend meetings of the City's, when reasonably requested to do so by their respective staff. 7. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all applications and other documents and information to be submitted to the City and by the Developer pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during -4- 60A-8 EXHIBIT 1 the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into among the Parties, in the future. 8. City Not To Negotiate With Others. (a) During the Negotiation Period, the City, and their respective staff shall not negotiate with any other person regarding the sale or development of the Property, except owners of or business tenants occupying property within the Project. The term "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to that person's development of the Property to the total or partial exclusion of the Developer from redeveloping the Property, without the Developer's written consent, subject to the provisions of Section 8(b) and further provided that they may receive and retain unsolicited offers regarding development of the Property, but shall not negotiate with the proponent of any such offer during the Negotiation Period. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. 9. Acknowledgments and Reservations. (a) The Parties agree that, if this Agreement expires or is terminated for any reason, or a future DDA is not approved and executed by the Parties, for any reason, none of the Parties shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the development of the Project or the Property. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any fmancial or other assistance to the Developer for development of the Property or execution of the Project. (c) The Developer acknowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the Parties, but it is understood and agreed among the Parties that the Project and the development of the Property must conform to all City, and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. - `- 60A-9 EXHIBIT 1 (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the Developer to purchase, develop and operate the Property and/or the Project. The Developer acknowledges that it may be requested to make certain financial disclosures to the City, their staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City and relating to the potential sale of the Properties and development of the Project on the Property by the Developer and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determines that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be borne solely by Developer. (f) The City shall be deemed to be a Parry to any agreement for the acquisition of, lease of or disposition of real or personal property, the provision of financial assistance to the Developer or development of the Project on the Property or elsewhere, until the terms and conditions of a complete future DDA are considered and approved by the City Council, in their respective sole and absolute discretion, following the conclusion of one or more duly noticed public hearings, as required by law. The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and that the City shall only be legally bound upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law. 10. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 11. Default. (a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by another Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the Negotiation Period pursuant to Section 2. (b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such -6- 60A-10 EXHIBIT 1 notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement without first delivering written notice of the default. (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. (d) If a default of any Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. 12. Compliance with Law. The Developer acknowledges that any future DDA, if approved by the City Council, will require the Developer to, among other things, carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws. 13. Press Releases. The Developer agrees to obtain the approval of the City Manager in function of any press releases Developer may propose relating to the lease or development of the Property or negotiation of a DDA with the City prior to publication. 14. Notice. All notices required under this Agreement shall be presented (A) in person, (B) by a reputable same -day or overnight delivery service, or (C) facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or reputable same -day or overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. TO DEVELOPER: THRIVE Santa Ana, Inc. Cesar Covarrubias, Treasurer THRIVE Santa Ana, Inc. P.O. Box 1935 Santa Ana, CA 92702 (T)949-250-0909 (F) 949- 263-0647 Email: cesarc@kennedycommission.org -7- 60A-11 EXHIBIT 1 COPY TO: THRIVE Santa Ana, Inc. c/o Carrie Hempel 401 East Peltason Drive Law 3500-F Irvine, CA 92697 (T)949-824-3575 Email: chempel@law.uci.edu TO CITY: The City of Santa Ana Executive Director Community Development Agency 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 COPY TO: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax:714-647-6515 15. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer. 16. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement each signed by the authorized representative(s) of the Developer. 17. Counterpart Originals. This Agreement may be executed by the Parties in multiple counterpart originals, all of which together shall constitute a single agreement. 18. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the Parties. 19. Governing Law. The Parties acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The Parties agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws principles. 20. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or -8- 60A-12 EXHIBIT 1 condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless made in writing and executed by the Parties. 21. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the Parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally in preparing this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which a Party is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City. 22. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, for both the Developer and the City, salaries (or fees) and expenses of the lawyers employed (allocated on an hourly basis) who may provide legal services in connection with the representation in any such matter. 23. Enforced Delay. No party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third -party litigation, administrative action, including strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence that is beyond the control of that party (collectively, "Enforced Delay"). Performance by a party of its obligations shall be excused during, and extended for a period of time equal to, the period (on a day -for -day basis) for which the cause of such Enforced Delay is in effect. [Signatures on following page] -9- 60A-13 EXHIBIT 1 IN WITNESS WHEREOF, the Parties have executed this Second Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: By: for SONLA4.CA VALHO City Attorney CITY OF SANTA ANA KRISTM RIDGE City Manager FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency DEVELOPER By: CESAR COVARRUBIAS Treasurer, THRIVE Santa Ana, Inc. Dated: By: SANDRA ORTEGA Secretary, THRIVE Santa Ana, Inc. Dated: -to- 60A-14 EXHIBIT 1 IN WITNESS WHEREOF, the Parties have executed this Second Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: By: SONIA R. CARVALHO City Attorney CITY OF SANTA ANA KRISTINE RIDGE City Manager RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency DEVELOPER By: CESAR COVARRUBIAS Treasurer, THRIVESanta Ana, Inc. Dated: 3_ By SANDRA ORTEGA Secretary, THR VE at to Ana, Inc. Dated: ? [ID 60A-15 EXHIBIT 1 EXHIBIT "A„ TO NEGOTIATION AGREEMENT Property Legal Description 1901 West Walnut Street ("Property") is situated in the State of California, County of Orange, and the City of Santa Ana. The Property has a lot size of 16,558 square feet (.38 acre) as shown on a Map recorded as parcel 8 in Book 7 on page 332 of Assessor Parcel Maps of Orange County, California. The Property is bounded on its easterly edge by South Daisy Avenue and its southern edge by West Walnut Street. The following is the Property Legal Description: P BK 54 PG 50 PAR 3 EXHIBIT "A„ Z •. EXHIBIT 1 EXHIBIT `B„ TO NEGOTIATION AGREEMENT Project Description Thrive proposes a microfarm use for the Walnut and Daisy lot (1901 W. Walnut St.). The microfarm space would be used to grow and distribute fresh vegetables, flowers, other ornamentals, and fruit, also hosting weekly open-air markets and community activities that promote health. The site would include raised garden beds, a work area, produce pick-up table, and lunch tables. In partnership with a local food cooperative, items will be sold through a Community Supported Production model, wherein members pay a monthly subscription to receive a box of vegetables and other produce at their home, or available for pickup. An on -site parking lot would be used on weekends as an open-air market area. EXHIBIT `B" 60A-17 EXHIBIT 1 EXHIBIT "C" TO NEGOTIATION AGREEMENT Exclusive Negotiating Agreement Timeline and Milestones Milestone Description Status First Exclusive Negotiation Agreement Period Select Use Developer will provide the City written notice of a finalized Submitted by THRIVE: Property use between either: 1) a community micro -farm; or May 31, 2018 2) a mercadito, pursuant to the terms of this Agreement. Initial Pro Forma Developer will submit initial pro forma for the proposed Submitted by THRIVE: development. July 2, 2018 Project Development Developer will submit projected construction schedule for Submitted by THRIVE: Schedule the proposed development. July 2, 2018 Due Diligence Developer will provide written determination of property's Submitted by THRIVE: physical suitability for development, taking into account July 2, 2018 relevant regulatory and environmental conditions. Economic Subsidy Submit a preliminary market assessment containing a Submitted by THRIVE: Report and/or forecast of regional and local real estate market conditions August 14, 2018 Community Benefit and anticipated performance of project. Report Full Project Developer will submit site plans and all relevant applications Submitted by THRIVE: Submittal and fees December 12, 2018 Plan Review Staff will review plans for compliance with applicable codes Plan Review provided and regulations. Project Manager will submit a letter by City of Santa Ana: summarizing staff comments to the Developer. March 11, 2019 Revised Site Plans Developer will submit revised site plans to City staff. Submitted by THRIVE. July 30, 2019 Second Exclusive Negotiation Agreement Period By September 30, 2019 2nd Plan Review Staff will review plans for compliance with applicable codes and regulations. Project Manager will submit a letter summarizing staff comments to Developer. EXHIBIT "C' EXHIBIT 1 Funding Partners Developer will submit letter identifying lenders, investment and Structure partners, and proof of ability to obtain financing. Updated Pro Forma Developer will submit an updated pro forma for the proposed development. Preliminary Terns Developer will submit preliminary terms for negotiation for for DDA a DDA, to include purchase price of property, timeline for disposition, or other desired terms. By Janyary 15, 2020 Draft DDA Parties will complete negotiations and draft Disposition and Development Agreement. By February 15, 2020 Final Revisions Parties will finalize revisions to development proposal and l relevant materials. all By March 3, 2020 City and Hearings Developer and Staff will present development proposal and DDA to City for final review and approvals by governing bodies. 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O 4 p J � � Q © I� E 0 V c •� E fl�i l� IE C c t0 Y 01 (dj c N ♦ } + V C • A v, C . 41 E i0 V N �'^ C �z i W 6 A N N � EXHIBIT 3 Community Benefits Report Walnut and Daisy Micro -Farm Project THRIVE Santa Ana, Inc. August 14, 2018 EXHIBIT 3 60A-47 EXHIBIT 3 CONTENTS • EXECUTIVE SUMMARY • BACKGROUND • PROJECT DESCRIPTION • COMMUNITY HEALTH / NEIGHBORHOOD CONTEXT • COMMUNITY BENEFITS • Participation, Health, and Sustainability • Cooperative Jobs, Supplementing Household Incomes • Community -led Development • CONCLUSION • ADDENDUM A: SITE PLAN EXECUTIVE SUMMARY This Community Benefits Report outlines existing market conditions in the area around 1901 W. Walnut St., the "Walnut and Daisy Street" parcel, how THRIVE Santa Ana's proposed Micro - farm project will provide numerous community benefits to the local neighborhood, and to the City of Santa Ana as a whole. Current market trends are characterized by worsening economic and health conditions including increased rates of poverty, lack of open or green space, youth and adult obesity. Demand for more inclusive economic development, access to healthy food and lifestyle options, is also an opportunity to involve local residents in a solution -oriented approach to development. Using this approach, the Walnut and Daisy Micro -farm anticipates successful provision of economic and social benefits: civic engagement, healthy food and lifestyle choices; local jobs and supplemental income for providers and consumers; cost savings for residents and for the City of Santa Ana; increased local investment and municipal taxes; and increased community wealth through community -led development. BACKGROUND THRIVE Santa Ana is a Community Land Trust (CLT), a nonprofit, community -based agency that stewards land for local needs in Santa Ana, California. Founded by local organizations and residents with over 50 years combined experience in resident -led initiatives. THRIVE's mission is to build community wealth by holding land in trust and to drive development that ensures access to affordable, healthy neighborhoods. Resident leadership, and resident -led development in particular, are THRIVE's key means to address local demand for affordable housing, open space, job, and business opportunities. �• EXHIBIT 3 THRIVE programs include land acquisition, community development, resident education and community engagement around access to land and other public resources in Santa Ana. On May 1st, 2018, THRIVE entered into an Exclusive Negotiating Agreement (ENA) with the City of Santa Ana. The project is currently in design: engaging local residents via community meetings, door-to-door surveys, art projects and events, and working with City staff to navigate the City Planning process, all the while setting precedents for community -driven development. PROJECT DESCRIPTION THRIVE proposes a community microfarm on the 1901 West Walnut Street ('Property") in the City of Santa Ana. The Property has a lot size of 16,558 square feet (.38 acre), bounded on its easterly edge by South Daisy Avenue and its southern edge by West Walnut Street. The purpose of the community microfarm would be to promote gardening and farming skills to community members, as a mean of economic self -empowerment and community building. COMMUNITY HEALTH / NEIGHBORHOOD CONTEXT According to the California Healthy Places Index, the area where the Property is located scores a Healthy Places Index ("HPI") score of 22.8 out of a scale 100, with 100 being the healthiest neighborhoods.' HPI is scored according to the following conditions: economic, education, transportation, social, neighborhood, clean environment, housing and healthcare access. The median household income for this census tract is $48,646 (HPI), and per capita income for the 92703 zip code $13,537 (OC Healthier Together2) — far below the County median Image from Site Plan by City Fabrick. income on both counts. Health care access, employment for ages 25-64, and voting, are also ranked very low compared to County levels, indicating disenfranchisement of these communities, and lack of access to basic quality of life elements. Due to a history of disinvestment, the lack of open space, economic opportunities, or healthy food options, youth ' The California Healthy Places Index REPORT. hdp:Hhealthyplacesindex.org Public Health Alliance of Southern California, 2018. 2 2012-2016. "OC Dashboard." http://www.ochealthiertogether.org/ �• ' • EXHIBIT 3 face high rates of obesity: over 30% of 5th graders in the Lincoln Elementary and Romero Elementary catchment areas3 - those immediately surrounding the Walnut and Daisy parcel." Currently, the area around the Walnut and Daisy microfarm parcels lack green space. According to the HPI, "Trees are beneficial for mental and physical health... [They] provide shade and cool surrounding areas, reduce stress, and promote health, wellness, and physical activity." Walnut and Daisy's ranking for green space is in the 13.85 percentile, on a scale of 100, compared to the rest of California, indicating a need for green space. As seen in the map below, the Walnut and Daisy microfarm would close a gap, making green space - with shade and trees -available to community members within''/2 mile, a good walking distance. The well -documented issues above reveal an area with great demand for green space, healthy food and activities, and economic opportunity. These are the market conditions that surround the Walnut and Daisy parcel, and these are the social and economic demands that will be met by the micro -farm project. Proximity of open or green spaces. "Central Santa Ana urgently needs improved access to healthy foods and an increase in available and adequate employment opportunities. A micro -farm is one step to provide such access... to locally grown produce while also increasing community awareness of nutrition and healthy eating options." THRIVE Santa Ana, "1901 W. Walnut St. (Walnut and Daisy) Development Plan" 5 3 31.8% and 32.9%, respectively. California Department of Education Data provided by Orange County Health Care Agency. " "Parks for All Californians," hftp://www.parksforcalifornia.org/communities?base=map�/3Auhoto&v=33 74490&x=- 117.88845&z=14&lavers=labels°/ 2Cparks%2Cdisadvantaoed&opacs=null%2Cnull%2Cnull&orants=&cff= 33.7446825%2C-1 17.8949451&searchtvpe=&searchid 5 "The Walnut and Daisy Development Plan," shared with the City in December, 2017, was produced in collaboration with consultants Concerned Capital and Genesis LA. 0 60A-50 EXHIBIT 3 COMMUNITY BENEFITS The community land trust (CLT) model is based on the principle that land is a vital public asset, to be used for public benefit. This section breaks down the community benefits of the project proposed at the Walnut and Daisy Property: how the project will meet the needs outlined in the previous section and increase local income, bringing cost savings for both residents and the City, contributing to community wealth, health and wellbeing in the Casa'Bonita neighborhood. Participation, Health, and Sustainability THRIVE understands, as do many health and planning professionals, that physical and mental health, equity and sustainability are all linked. The Walnut and Daisy Micro -Farm will not only make organic produce and other healthy options more available in the neighborhood, but also create a cost savings for the City. THRIVE plans to develop a Community Supported Agriculture (CSA) program at the Walnut and Daisy site -- a CSA is a membership -based model that provides monthly baskets of locally - grown vegetables, fruit and other garden products such as flowers or herbs, to local members at a low cost. THRIVE will advance a cooperative -owned business model that promotes healthy food options, as well as an active local economy. The connection between civic engagement and improved health outcomes is well documented, and would benefit the City as a whole. The Micro -Farm project will follow THRIVE's tradition of community -led development, based on profound resident involvement both in volunteer and paid capacities. Volunteerism, as explained by Laura C. Batista and A. Margarita Cruz-Led6n, is directly connected to improved health in older adults.6 Improved physical and mental health means less City -spending on Police, Fire, and other costly emergency services. Moreover, volunteerism and involvement with community groups are linked to improvements in "physical health, altruism, compliance with the law, education, employment, and child welfare"7 -- all of which represent direct, positive impacts on the local economy and the City as a whole. Cooperative Jobs, Supplementing Household Incomes Community micro -farms provide healthy food options, physical activity, and supplement the economies of producers, workers, and consumers. Compared to large commercial or industrial businesses, income from sales at micro -farms is sometimes small but sufficient to provide 6 Laura C. Batista and A. Margarita Cruz-Led6n, "The Relationship between Civic Engagement and Health among Older Adults." Florida International University, USA. hftps://core.ac.uk/download/pdf/46946362.pd T The Committee on National Statistics Panel on Measuring Social and Civic Engagement and Social Cohesion in Surveys. Quoted in "Civic Health & Public Health," by The National Conference on Citizenship. https://ncoc.org/data-in-action/civic-health-public-health/ 60A-51 EXHIBIT 3 stipends for volunteers or coordinators. The Walnut and Daisy Micro -farm will incorporate diverse income -generating strategies including the CSA Membership program, fundraising events and farmer's markets. This is following the model of successful micro-farm's in the United States, which combine economic strategies to keep fresh produce accessible to low income residents. Shiloh Farms, a similar sized micro -farm in Pittsburgh, PA, hosts a weekly farm stand, distributes seedlings locallyto fellow farmers, raises chickens, even installed solar - panels that provide electricity for an adjacent home. Braddock Farms, in the industrial town of Braddock, also sells produce to local corner stores, and has begun a wood -mulching cooperative.8 In the surrounding neighborhoods, the availability of locally -grown produce - especially from small-scale, values -driven farmers - often means more accessible pricing on fruits and vegetables for low-income residents like those around the Walnut and Daisy area. For example, similar projects have resulted in savings between $75 and $380 THRIVE visited Pittsburgh community terms in June 2018. in food costs per household per season (Hlubik at al. 1994; Armstrong, 2000)9. Savings on this healthy food translates into extra income, especially for families, who in turn may invest in savings, educational or recreational activities -- all of which involve greater circulation of this capital in the local economy, and increased community wealth. In Albuquerque, Civic Economics' India Impact Survey demonstrated that the local recirculation of revenue by independent and locally -owned retail businesses was 3 times higher than that of four major national chain stores10. These transactions also contribute to sales and income tax at local stores. In Milwaukee, community gardens were shown to increase the value of surrounding properties, and add 8 Interviews with Grow Pittsburgh and community fanners. In June 2018, members of THRIVE visited the Pittsburgh area to learn about a growing urban agriculture movement in that region. A Second Chance, Shiloh Farms, Sankofa Village Community Garden, and Braddock Farms were some of the community farm projects visited. 9Hlubik, W.T., Hamm, M.W., Winokur, M.A., Baron, M.V., (1994). Incorporating research with community gar- dens: the New Brunswick Community Gardening and Nutrition Program. In: Armstrong, Donna. A survey of community gardens in upstate New York: Implications for health promotion and community development. Health & Place 6 (2000) 319-327. 10 Civic Economics, "Indie Impact Study Series: A National Comparative Study with the American Booksellers Association," Milwaukee Wisconsin: http://www.civiceconomics.GomAndie-impact.htmi. 60A-52 EXHIBIT 3 approximately $9,000 a year to the city tax revenue (Bremer at al, 200311). In New York, "net tax benefit [of community gardens, above any public subsidy] would be, in the aggregate, about $480 million or, per garden over $750,000" (2006, p. 28).02 This is in addition to increased availability of fresh produce, physical activity, and local jobs, as well as broader benefits around civic engagement, physical and mental health outcomes, and cost savings for the City around emergency services. Community -led Development Overall, the Walnut and Daisy Micro -farm represents an opportunity to demonstrate a community land trust's ability to generate local wealth. THRIVE's development model is centered around the involvement of local residents in planning and implementation of economic projects. The participation of local residents is seen in itself as an important contribution to local neighborhood economy, social capital, civic engagement, and the prevention of costly health conditions including obesity and mental health issues. Moreover, THRIVE's model of community -led development - in particular the CLT model used for the Walnut and Daisy Property - can produce far-reaching, positive results in the City if implemented in other areas such as housing or commercial developments. Below is a table with community outreach events after June 2016 to the present day, which engaged Santa Ana residents and achieved the following public benefits: community members became familiarized with the concept of public lands and provided feedback specific to Santa Ana; they learned about relevant City policy; participated in community visioning for improved economic development; and dialogue with City officials and developers. This list of events pre- dates the establishment of THRIVE, August 4m Community Outreach Event 11 From Gardening Matters, "Multiple benefits of Community Gardening," 2012. Citing p. 20 of Bremer, A., Jenkins, K. & Kanter, D. (2003). Community Gardens in Milwaukee: Procedures for their long- term stability & their import to the city.- Milwaukee: University of Wisconsin, Department of Urban Planning. ;p. 10 of Chicago Botanic Garden and the City of Chicago. (2003). Green connections: A research assessment of community gardening in Chicago. Chicago: City of Chicago.; and Sherer, P.M. (2006). The benefits of parks: Why America needs more city parks and open space. Retrieved October 31, 2006, from http://www.tpi.org 12 From Gardening Matters, "Multiple benefits of Community Gardening," 2012. Citing p. 28 of Been, V. Voicu, I., "The Effect of Community Gardens on Neighboring Property Values." Law & Economics Research Paper Series Working Paper No. 06-09. Retrieved October 31, 2006, from http://tpi.org 7 60A-53 EXHIBIT 3 includes up to present day activities, resident meetings, door-to-door surveying, and community events. THRIVE Outreach & Community Engagement Events June, 2016—April, 2018 Date Subject Location No of Participants 6/9/16 Art workshop with local Kidworks 18 youth and the Center for 1902 W Chestnut St Story -based Strategies — telling the story of community lands from youth perspective 9/24/2016 "LUsted que haria con Corazones Verdes 167 Tierras Comunitarias?" Park Lanzamiento / "What would 602 E 41h St. you do with Community Lands?"Launch 11/30/2016 "Elotes en los totes" Kidworks 82 Growing Together: A case for Community Land Trust Strategies In Santa Ana 5/19/2017 "Santa Ana Prospera" event Kidworks 80 9/30/2017 "Here to Stay" Community Centro Cultural de 55 Mural unveiling Mexico 837 N Ross St. 9/20/2017 Bike Ride with Santa Ana Community murals 21 Active Streets and vacant lots throughout Santa Ana 11/18/2017 "Chilaquiles y Cambio" Latino Health 80 event at Latino Health Access 450 W 4th Access St. 60A-54 EXHIBIT 3 03/01/2018- Neighborhood Survey Between Raitt, 120 03/15/2018 Sullivan, Willits, and 1 sc St. 3/17/2018 Community Lands Art Kidworks 32 Workshop and focus group 3/31/2018 Cesar Chavez Day Event Cesar Chavez 20 Community Park — art workshop and community outreach 04/08/2018 Festival De Arte Daisy & Walnut 100 Property 1901 W Walnut St 4/20/2018 Thrive Conference on Delhi Center 298 community -driven 505 E Central Ave. development models. Outreach table next to registration 5/3 Walnut/Daisy neighborhood KidWorks 10 meeting 5/24 Walnut/Daisy neighborhood KidWorks 7 meeting 6/21 Walnut/Daisy neighborhood KidWorks 4 meeting 7/5 Walnut/Daisy neighborhood KidWorks 14 meeting 7/12 SAASy Thursday bike ride Corazones Verdes 18 and community lands event 7/19 Walnut/Daisy Outreach KidWorks 6 Committee Meeting M 60A-55 EXHIBIT 3 8/4 Community Outreach Event Friendship Park 22 2210 W Myrtle St Additional community events: Presentations at schools, neighborhood associations, community centers, churches, and more Monthly Equity for All meetings with residents and community organizations Bi-yearly Equity for All Retreats Mercaditos — once a month since Fall 2016 Community Health Needs Assessment: In early 2018, THRIVE partnered with Dr. Carolina Sarmiento, Dr. Erualdo R. Gonzilez, and Santa Ana Building Healthy Communities (SABHC) to conduct a neighborhood survey as part of its effort to develop the parcel of land on Walnut Street and Daisy Street in the City of Santa Ana. The survey helped THRIVE document the vision, aspirations, assets, health and social needs of the community and to supplement THRIVE's existing data to match the needs and best use for this plot of land. The survey reached across the surrounding neighborhood and surveyors collected information from residents 18 and older who live within close proximity of the empty plot of land on Daisy and Walnut Streets. Seventeen percent of dwellings completed a survey, yielding 120 sets of responses. The data was collected over a two -week period in March 2018, and later shared at the Community Art Festival at Walnut and Daisy on April 8th. Moving forward, data and planning processes have been shared at neighborhood meetings, providing residents multiple opportunities and formats to give feedback and guidance to the development process. Community engagement activities have provided the basis for THRIVE's development decisions including the definition of the Property's use as a community micro -farm. Moreover, THRIVE has successfully prepared a group of residents to lead the project ' -2" JLRU J moving forward, including the Outreach Presenting survey results and Art Workshop Committee, ensuring that the planning process with the City does not exclude local needs or talents. THRIVE sees this work as a great investment into Santa Ana's future, where we envision economic development that is inclusive and momentous, guided by a residents across several generations. This type of development is sustainable, as it does not contribute to neighborhood inequality, nor displacement. 10 �• •. EXHIBIT 3 CONCLUSION Resident -led developments provides vital tools to confront current issues - throughout the City - around rent -burden, overcrowding, and other housing -related problems. More specifically, the Walnut and Daisy Micro -farm will provide social and economic benefits to the surrounding neighborhood and to the City as a whole. The project will create jobs, supplemental income, provide healthy food, physical activity and other healthy lifestyle options. Cost savings for residents include food items, improved physical and mental health, and for the City cost savings include preventing emergency services, as well as increments in neighborhood sales, which contributes to local taxes. These aspects of the Micro -farm project align perfectly with gaps in the existing neighborhood design - particularly in the area of economic opportunity, physical activity, the availability of green space and healthy foods. Current market conditions will tend to exacerbate issues of obesity, poverty and inequality, among others -- that is, unless local residents, in partnership with the City of Santa Ana, begin to see these gaps and vacant spaces as opportunities for community -led intervention towards equitable, sustainable economic development. 11 60A-57 M F— m_ 2 X w N w s o Z W O a E W K ~ W K H Q J a f O N O O Q O N QLL f' m O f J o z W rc C u N K N w J V 'L �% i 0% F W 4 m N w W J Q 0u Y K J Q y LL 6' Z W x N w O F Z 4 Q W Q W Z LL a Y Q = F o 3> m o rc WO C r W Z O r Y C Q Q U m Z m U OLU O 1 00 O Goo 0© 0 00 0 © o N W W N Q W N f W K w W W :' F C � � F ~ W J W > ? w O 3 v~i n 0 0 o N i 3 ,. l EXHIBIT 4 Location Map STRW -T 0 4 -�d MEM= L01. CHESTNUT AVENUE RN 1901 West Walnut Street EXHIBIT 4 60A-59 o.1 � .1