First Amendment to Access Services_Final — Lancaster City Council, November 14, 2023

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FIRST AMENDMENT TO

DISPOSITION AND DEVELOPMENT AGREEMENT

THIS FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT (this “First Amendment”) is made and entered into as of November 14, 2023 (“Effective Date”), by and between the CITY OF LANCASTER, a charter city and California municipal corporation (“City”), and ACCESS SERVICES, a public entity (“Developer”) (City and Developer are sometimes singularly referred to as “Party” and collectively referred to as “Parties”).

R E C I T A L S
A. The Parties entered into a Disposition and Development Agreement dated as of December 13, 2022 (“DDA”) concerning certain parcels of real property described in Exhibit C to the DDA (collectively, “Original Site”).

B. The Parties desire by this First Amendment to add one (1) additional parcel of surplus real property (“Expansion Parcel”) to the Original Site, subject to the development requirements and all other terms and conditions set forth in the DDA.

NOW, THEREFORE, in consideration of the mutual promises set forth in this First Amendment and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties agree as follows:

1. Amendment of Site to Include Expansion Parcels. Each of the following definitions set forth in Section 100 of the DDA is amended in its entirety to read as follows:
“Site” means that certain property which is described in the Site Legal Description attached hereto as Exhibit D.
“Purchase Price” means the following: (i) provided that the Site is conveyed to Developer on or before the Outside Date, the sum of Nine Hundred Seventy Thousand Dollars ($970,000) (the “Base Purchase Price”) or, if the Site is conveyed to Developer after the Outside Date, that amount determined as the “Adjusted Purchase Price” as provided in Section 202.

2. Amendment of Exhibits. Exhibits to the DDA are amended as follows:

2.1. Exhibit A (Schedule of Performance). Exhibit A to the DDA is hereby deleted in its entirety and replaced by the Exhibit A that is attached hereto and incorporated herein.

2.2. Exhibit D (Site Legal Description). Exhibit D to the DDA is hereby deleted in its entirety and replaced by the Exhibit D that is attached hereto and incorporated herein.
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2.3. Exhibit E (Site Grant Deed). Exhibit E to the DDA is hereby deleted in its entirety and replaced by the Exhibit E that is attached hereto and incorporated herein.

2.4. Exhibit F (Release of Construction Covenants). Exhibit F to the DDA is hereby deleted in its entirety and replaced by the Exhibit F that is attached hereto and incorporated herein.

3. Conforming Amendments. The DDA shall be and hereby is amended as and to the extent necessary to conform to the amendments provided in Sections 1 and 2 of this First Amendment.

4. No Further Changes. Except as expressly provided to the contrary in this First Amendment, the terms of the DDA shall remain in full force and effect as written. All terms used herein and not defined herein but defined in the DDA shall have the meaning given to such terms therein.

5. Effectiveness. This First Amendment shall become effective immediately upon execution by the Parties.

6. Authority to Enter Amendment. Each Party warrants that the individuals who have signed this First Amendment have the legal power, right, and authority to make this First Amendment and bind each respective Party.

7. Counterparts; Electronic Execution. This First Amendment may be executed in multiple counterparts by the Parties. All counterparts so executed shall constitute one agreement binding upon the Parties, notwithstanding that the Parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this First Amendment, all of which shall constitute one (1) agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this First Amendment and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This First Amendment, any other document necessary for the consummation of the transaction contemplated by this First Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., the Uniform Electronic Transactions Act, Cal. Civ. Code § 1633.1 et seq., and/or any other applicable law.
[Signatures begin on next page.]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year first written above.

CITY:

CITY OF LANCASTER, a charter city and
California municipal corporation
By: Jason Caudle
Its: City Manager
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
DEVELOPER:

ACCESS SERVICES ACCESS SERVICES, a public entity
By: Andre Colaiace
_______________________________ Its: Executive Director Vincent C. Ewing
General Counsel
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EXHIBIT A

SCHEDULE OF PERFORMANCE
For the purposes of this Schedule of Performance, the “Date of Agreement” is December 13, 2022.

The City Manager may extend by not more than three hundred sixty (360) days, as all such extensions are aggregated, the time under this Schedule of Performance by which any obligation of Developer shall be performed.

1. Submittal for Land Use Approvals.

Developer submits to City for all land use
approvals required for the Developer
Improvements, including, if applicable,
any conditional use permits.

Within eighteen (18) months of Date of Agreement.

2. Opening of Escrow. Escrow opened as to
the Site.

Within ten (10) days after Developer submits to City
for all land use approvals required for the Developer
Improvements.

3. Developer Approval as to Title, Condition
of Site. Developer confirms in writing to
the City Manager that the condition of the
Site and the condition of title are
acceptable.

On or before eighteen (18) months following the
Date of Agreement and in any event, before the
Closing.

4. Construction Drawings. Developer shall
submit construction drawings to City for all
building permits required for the
Developer Improvements.

Within two (2) years following the Date of
Agreement.

5. Conditions Precedent are Satisfied. The
City’s Conditions precedent and the
Developer’s Conditions precedent are
satisfied.

On or before thirty two (32) months following the
Date of Agreement, and in any event, before the
Closing.

6. The Site Grant Deed is Recorded. The Site
Grant Deed is recorded.

Within thirty (30) days after the City’s Conditions
Precedent are satisfied and not later than the first
anniversary of the Date of Agreement.

7. Commencement of Construction. The
Developer shall have commenced
construction of the Developer
Improvements.

Within ninety (90) days after the Closing.

8. Completion of Construction. Developer
shall complete construction of the
Developer Improvements.

On or before the second anniversary of the Closing.

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EXHIBIT D

SITE LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:

APN: 3126-009-974
Parcel 1 of Parcel Map 72015, in the City of Lancaster, County of Los Angeles, State of California, as per map recorded in Book 373, Pages 45-50 of Parcel Maps, in the office of the County Recorder of said County.

APN: 3126-009-975
Parcel 2 of Parcel Map 72015, in the City of Lancaster, County of Los Angeles, State of California, as per map recorded in Book 373, Pages 45-50 of Parcel Maps, in the office of the County Recorder of said County.

APN: 3126-009-976
Parcel 3 of Parcel Map 72015, in the City of Lancaster, County of Los Angeles, State of California, as per map recorded in Book 373, Pages 45-50 of Parcel Maps, in the office of the County Recorder of said County.

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EXHIBIT E

GRANT DEED

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
[Space above for recorder.]

GRANT DEED
(Including Covenant Pursuant to Section 50079.5 of the California Government Code) For valuable consideration, receipt of which is hereby acknowledged, the CITY OF LANCASTER, a charter city and California municipal corporation (the “Grantor”), hereby grants to ACCESS SERVICES, a public entity, (the “Grantee”), the real property hereinafter referred to as the “Site,” described in Attachment No. 1 attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants of record described there.

1. Grantor excepts and reserves from the conveyance herein described all interest of Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through and to use and occupy all parts of the Site lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said Site or other lands, but without, however, any right to use either the surface of the Site or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever, or to use the Site in such a manner as to create a disturbance to the use or enjoyment of the Site.

2. The Site is conveyed in accordance with and subject to the Disposition and Development Agreement entered into between Grantor and Grantee dated December 13, 2022 (the “DDA”), a copy of which is on file with Grantor at its offices as a public record and which is incorporated herein by reference. All terms used herein shall have the same meaning as those used in the DDA.

3. If ten (10) or more residential units are developed on the Site, not less than fifteen percent (15%) of the total number of residential units developed on the Site shall be sold or rented at affordable housing cost, as defined in Section 50052.5 of the California Health and Safety Code, or affordable rent, as defined in Section 50053 of the California Health and Safety Code, to lower income households, as defined in Section 50079.5 of the California Health and Safety Code. Rental units shall remain affordable to and occupied by lower income households for a period of fifty-five (55) years for rental housing and forty-five (45) years for ownership housing. The initial occupants of all ownership units shall be lower income households, and the units shall be subject to an equity sharing agreement consistent with the provisions of paragraph (2) of subdivision (c) of 65915 of the California Government Code. These requirements shall be covenants or restrictions running with the land and shall be enforceable against any owner who violates a covenant or restriction and each successor-in- E-2
interest who continues the violation by any of the entities described in subdivisions (a) to (f), inclusive, of Section 54222.5 of the California Government Code.

4. Grantor has the right, at its election, to reenter and take possession of the Site, with all improvements thereon, and terminate and revest in Grantor the estate conveyed to Grantee if after the Closing but prior to the issuance and recordation of the Release of Construction Covenants, Grantee (or its successors in interest) shall:
a. Fail to start the construction of the Developer Improvements as required by the DDA for a period of thirty (30) days after written notice thereof from City; or b. Abandon or substantially suspend construction of the Developer Improvements required by the DDA for a period of thirty (30) days after written notice thereof from City; or
c. Fail to complete construction of the Developer Improvements required by the DDA within the time frame set forth in the Schedule of Performance contained therein; or
d. Transfer or suffer any involuntary transfer of the Site or any part thereof in violation of Section 625 of the DDA.

Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: (i) any mortgage or deed of trust permitted by the DDA; or (ii) any rights or interests provided in the DDA for the protection of the holders of such mortgages or deeds of trust.

Upon the revesting in Grantor of title to the Site as provided in this Section 3, Grantor shall, pursuant to its responsibilities under state law, use its reasonable efforts to resell the Site for fair market value as soon and in such manner as Grantor shall find feasible to a qualified and responsible party or parties (as determined by Grantor) who will assume the obligation of making or completing the Developer Improvements, or such improvements in their stead as shall be satisfactory to Grantor. Upon such resale of the Site, the net proceeds thereof after repayment of any mortgage or deed of trust encumbering the Site, which is permitted by this Agreement, shall be applied:
i. First, to reimburse Grantor all costs and expenses reasonably incurred by Grantor, excluding City staff costs, but specifically, including, but not limited to, any expenditures by Grantor in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by Grantor from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which Grantee has not paid (or, in the event that Site is exempt from taxation or assessment of such charges during the period of ownership thereof by Grantor, an amount, if paid, equal to such taxes, assessments or charges as would have been payable if the Site were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time of revesting of title thereto in Grantor, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of Grantee, its E-3
successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing Grantor, and in the event additional proceeds are thereafter available, then ii. Second, to reimburse Grantee, its successor or transferee, up to the amount equal to the sum of (a) the costs incurred for the acquisition and development of the Site and for the improvements existing on the Site at the time of the reentry and possession, less (b) any gains or income withdrawn or made by Grantee from the Site or the improvements thereon.

Any balance remaining after such reimbursements shall be retained by Grantor as its property. The rights established in this Section 3 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy authorized herein or now or hereafter existing at law or in equity. These rights are to be interpreted in light of the fact that Grantor will have conveyed the Site to Grantee for economic development purposes, and not for speculation in undeveloped land.

5. Grantee covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Site, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Site. The foregoing covenants shall run with the land.

Grantee shall refrain from restricting the rental, sale or lease of the Site on any of the bases listed above in this Section 4. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
(a) In deeds. “The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.”
(b) In leases. “The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions:

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“That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased.”
(c) In contracts. “There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises which are the subject of this Agreement, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land.” GRANTOR:

CITY OF LANCASTER, a charter city and California
municipal corporation
By: Jason Caudle
Its: City Manager
GRANTEE:

ACCESS SERVICES, a public entity
By: Andre Colaiace
Its: Executive Director
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ATTACHMENT NO. 1

SITE LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:

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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 )
) ss.

COUNTY OF ____________ )
On _____________________________, before me, ________________________________, Notary Public, (Print Name of 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 he/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 of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual
Corporate Officer
_____________________________________________________________ Title(s)
_____________________________________________________________ Title Or Type Of Document
_____________________________________________________________ Number Of Pages
_____________________________________________________________ Date Of Documents
Partner(s) Limited General
Attorney-In-Fact
Trustee(s)
Guardian/Conservator
Other:______________________________________
Signer is representing:

Name Of Person(s) Or Entity(ies)
_____________________________________________________________ _____________________________________________________________ _____________________________________________________________ Signer(s) Other Than Named Above
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EXHIBIT F

RELEASE OF CONSTRUCTION COVENANTS

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
[Space above for recorder.]

RELEASE OF CONSTRUCTION COVENANTS
THIS RELEASE OF CONSTRUCTION COVENANTS (the “Release”) is made by the CITY OF LANCASTER, a charter city and California municipal corporation (“City”), in favor of ACCESS SERVICES, a public entity (“Developer”), as of the date set forth below.

R E C I T A L S
A. City and Developer have entered into that certain Disposition and Development Agreement (the “DDA”) dated December 13, 2022, concerning the redevelopment of certain real property situated in the City of Lancaster, California as more fully described in Attachment No. 1 attached hereto and made a part hereof. All capitalized terms utilized herein and not otherwise defined shall have the same meaning as set forth in the DDA.

B. As referenced in Section 313 of the DDA, City is required to furnish Developer or its successors with a Release of Construction Covenants upon completion of construction of the Developer Improvements which Release is required to be in such form as to permit it to be recorded in the Recorder’s Office of Los Angeles County. This Release is conclusive determination of satisfactory completion of the construction and development required by the DDA.

C. City has conclusively determined that such construction and development has been satisfactorily completed.

NOW, THEREFORE, City hereby certifies as follows:

1. The Developer Improvements to be constructed by Developer have been fully and satisfactorily completed in conformance with the DDA. All covenants relating to operating requirements, and use, maintenance and nondiscrimination covenants contained in the DDA shall remain in effect and enforceable according to their terms.

2. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA.

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IN WITNESS WHEREOF, City has executed this Release this day of ____________________, 202__.

CITY:

CITY OF LANCASTER, a charter city and
California municipal corporation
By:

Its:

ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
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ATTACHMENT NO. 1

SITE LEGAL DESCRIPTION
The land referred to herein is situated in the State of California, County of Los Angeles, described as follows:

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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 )
) ss.

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 of Notary Public

OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form.

Lancaster City CouncilNovember 14, 2023

Lancaster City Council
November 14, 2023