AGR-4545.OC.1 - ORANGE COUNTY HEALTH AGENCY (CALOPTIMA) - FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT ON 605 BUILDING SITE5/7/2021 Batch 10232426 Confirmation
FIRST AMENDMENT T
AMENDED 1ND RESTATED DEVELOPMENT AGREEMENT
This First Amendment("First Amendment") to the Amended and Restated Development
Agreement("Agreement") is made in Orange County, California as of P1 oZg ,20a-,
by and between the CITY OF ORANGE, a municipal corporation ("City" , and the ORANGE
COLTNTY HEALTH AUTHORITY,a public agency doing business as CalOptima("Developer").
City and Developer shall be referred to collectively as the"Parties."
RECITALS
This First Amendment is made with respect to the following facts and for the following
purposes,each of which is acknowledged as true and correct by the Parties:
A. City and Developer entered into an Amended and Restated Development
Agreement effective December 10,2014(the"Agreement").
B. The Agreement is set to expire on October 28,2020.
C. The Parties wish to amend the Agree nent and Exhibit i°D" to provide for an
extensi4 of its term for up to six(6)additional years on the terms and conditions contained herein.
D. Pursuant to Government Code section 65867.5 and Orange Municipal Code section
17.44.100,the City Council finds that:(i)this Amendment and any Future Approvals ofthe Project
is consistent with the objectives,policies, general land uses, and programs specified in the City's
General Plan and any applicable specific plan or redevelopment plans; (ii) this Amendment is
compatible with the uses authorized in the district or planning area in which the real property will
be located; (iii) this Amendment is in conformity with the public necessity, public convenience,
general welfare,and good land use practices;(iv)this Amendment is in the best interest of and not
in detriment to the public health, safety and general welfare of the residents in the City and the
surrounding region; (v) this Amendment will not adversely affect the orderly development of
property in the City;and(vi)this Amendment is being entered into pursuant to and in compliance
with the requirements of Government Code section 65867.
NOW THEREFORE,the Parties agree as follows:
1. Section 12 of the Agreement,"Term of Agreement,"shall be amended in its entirety
to read as follows:
12. Revised Term of A reement. This First Amendment shall become
operative and shall commence upon the date the ordinance approving this First
Amendment,becomes effective.Subject to payment by Developer of the applicable Public
Benefit Fees in the amounts and at the times identified in First Amended Exhibit"D,"
attached hereto, this Agreement shall remain in effect for a period of up to twelve (12)
years from the Original Termination Date unless this Agreement is terminated, modified
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https://gs.secure-recording.com/Batch/Confirmation/10232426 2/2
or extended upon mutual written consent of the Parties hereto or as otherwise provided in
this Agreement. Unless otherwise agreed to by City and Developer, Developer's failure to
pay any portion of the Public Benefit Fees within the time period set forth in First
Amended Exhibit°GD"shall be deemed Developer's election not to extend the term of this
Agreement. In no event shall the Public Benefit Fees be supplemented, raised or increased
above the amounts identified in First Amended Exhibit"D."
a) First Payment of Public Benefit Fees. Within forty-five (45) days
of mutual execution of this First Amendment by the Developer and the City,
Developer shall pay to the City the First Public Benefit Fee as identified in First
Amended Exhibit"D."Upon payment by Developer to the City of the First Public
Benefit Fee,this Agreement shall remain in effect for a period of two (2)additional
years, such two (2)year period being the "First Extended Term." _
b) Second Payment of Public Benefit Fees. If Developer elects, in its
sole and absolute discretion, to extend this Agreement beyond the First Extended
Term, then Developer shall pay to the City the Second Public Benefit Fee as
identified in First Amended Exhibit "D" no later than the time set forth in First
Amended Exhibit "D." Upon payment by Developer to the City of the Second
Public Benefit Fee,this Agreement shall be automatically extended for a period of
two (2) additional years from the expiration of the First Extended Term, such two
2) year period being the "Second Extended Term."
c) Third Payment of Public Benefit Fees. If Developer elects, in its
sole and absolute discretion,to extend this Agreement beyond the Second Extended
Term, then Developer shall pay to the City the Third Public Benefit Fee as
identified in First Amended Exhibit "D" no later than the time set forth in First
Amended Exhibit "D." Upon payment by Developer to the City of the Third
Public Benefit Fee,this Agreement shall be automatically extended for a period of
two (2) additional years from the expiration of the Second Extended.Term, such
two (2)year period being the "Third Extended Term."
d) Following expiration or termination of the term hereof, this
Agreement shall be deemed terminated and of no further force and effect;provided,
however,that no such expiration or termination shall automatically affect any right
of the City and Developer arising from City approvals on the Project prior to
expiration or termination of the terms hereof or arising from the duties of the Parties
as prescribed in this Agreement.
2. Exhibit "D" of the Agreement shall be replaced in its entirety with the attached
First Amended Exhibit"D,"which is incorporated herein.
3. This First Amendment amends, as set forth herein, the Agreement and, except as
specifically amended hereby, the Agreement shall remain in full force and effect. To the extent
that there is any conflict or inconsistency between the terms and provisions of this First
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Amendment and the terms and provisions of the Agreement,the terms and provisions of this First
Amendment shall control and govern the rights and obligations of the parties.
4. This First Amendment shall become operative upon the date the ordinance
approving this First Amendment becomes effective.
Remainder of page intentionally left blank; signatures on next page]
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CITY"
CITY OF ORANGE, a municipal corporation
By:
Ri Otto, City Manager
ATTEST:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E. Bi ing
Senior Assistant City Attorne
ORANGE COUNTY HEALTH AUTHORITY,
a public agency doing business as CalOptima
By:
f
Print name:iEhA ./j[.?..
Title: Ca' f'D
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ACKNOWLEDGMENT
State of California
County of Orange
On i t 1 ao o before me, Q/1 L GI e 1 f'l'(,_, a Notary Public, personally
appeared 1 q fGD P Z
who proved to me on
the basis of satisfactory evidence to be the person(s,whose name(isfar subscribed to the within instrument and
acknowledged to me that•he/ke executed the same in hi authorized capacity(ie), and that by
his/l e(ia rsignature on the instrument the person(j, or the entity upon behalf of which the person( acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seaL r.,, Pn ee+REicHaROT
Notary Public-Califernia Z
Orange County
z Commission!/2243681
r' My Comm.Expires Jun 19,2022
Signature
Gr/Iri'N10 11 Qi/`
Seal)
ACKNOWLEDGMENT
State of California
County of Orange
On before me, a Notary Public, personally
appeared
who proved to me on
the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and
acknowledged to me that lie/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature
Seal)
9 4.II B NO.L-9 Df 3(5 CBC 9.D I E 1`9' CIVIL CODE § 1189
s.r,cY`•cc•cs.s.4r..:rcr6s cX`.c`_',r cr.=r.,c,:<>.c cLrs-ssr-. _ . . — — — — — — _
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the
document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California
County of 'c nA2i
On V'1 t a0`. before me, '''Jc re Ta u.-
Date ` Here Insert Name and Title f the Officer
personally appeared C Y' a ` }
Name of Signer sf
who proved to me on the basis of satisfactory evidence to be the personJ f whose name(j'is/rre-
subscribed to the within instrument and acknowledged to me that he/sf e executed the same in
hisff er sir authorized capacity(ies), and that by his/rer ti eir signature j on the instrument the person(j;
or the entity upon behalf of which the person(.acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California that the foregoing paragraph
is true and correct.
SALLY R.TREJO WITNESS my hand and official seal.
Y •. Natary Public-California
Orange County i
Commission k 22E3155
Q°`` My Comm.ExpiresApr 24,zoz3
Signature
Signat f Notary Publi
Place Notary Seal Above
OPT90iV.4d.
Though this section is optional, comp/eting this information can deter alteration of the document or
fraudulent reattaci ment of this form to an unintended document. C R-S-L-S=aC
Description of tached Docurrae t ,Q`a E t
Title or Type of Document: =P ev,-}- f ar e n r,-Document Date;
Number of Pages: Signer(s) Other Than Named Above:
Capacity(ies) Csairn d b;/Signer(s)
Sig r's Name: 'c:G ',o Signer'sName:
t?'Corporate Officer — Title(s):C. / 9v c.1 Corporate Officer — Titl
Partner — Limited General Partner — Limite ! General
Individual r Attorney in Fact Individual Attorney in Fact
Trustee u Guardian or Conservator i Trustee Guardian or Conservator
C Other: Other:
Signer Is Representing: r 2 Sign s Representing:
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02014 National Notary Association •www.NationalNotary.org • 1-800-US NOTARY(1-800-876-6827) Item#5907
FIRST AMENDED EXHIBIT "D"
PUBLIC BENEFIT FEE5
In the event that Developer elects to extend the term of this Agreement, in accordance with the
terms and upon the conditions set forth in Section 12 of this Agreement, "Revised Term of the
Agreement," Developer shall pay the following Public Benefit Fees in the amounts and at the
times hereinafter described:
1. Within forty-five (45) days of the mutual execution of the First Amendment by
Developer and the City, Developer shall pay to the City the sum of$100,000 (the "First Public
Benefit Fee"). Such payment will initiate the First Extended Term.
2. If Developer elects, in its sole and absolute discretion, to extend the term of this
Agreement beyond the First Extended Term,Developer shall pay to the City the sum of$100,000
the "Second Public Benefit Fee") no later than fifteen (15) days prior to the expiration of the
First Extended Term. Such payment will initiate the Second Extended Term.
3. If Developer elects, in its sole and absolute discretion, to extend the term of this
Agreement beyond the Second Extended Term, Developer shall pay to the City the sum of
100,000 (the "Third Public Benefit Fee") no later than fifteen (15) days prior to the expiration
of the Second Extended Term. Such payment will initiate the Third Extended Term.
For the avoidance of doubt, Developer's election to extend the term of this Agreement shall be in
Developer's sole and absolute discretion,and the City's sole remedy for Developer's failure to pay
any portion of the Public Benefit Fee within the term periods set forth above shall be to terminate
this Agreement.