First Amendment to Development Agreement 1
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT
by and between
CITY OF ORANGE
and
OC RECLAMATION, LLC
First Amendment to Development Agreement 2
FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
This First Amendment to Development Agreement (this “First Amendment”) is made and entered into as of ____________________ (the “ Effective Date ”), by and between CITY OF ORANGE, a California municipal corporation (“City”) and OC RECLAMATION , LLC , a California limited liability company (“OCR”). City and OCR are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”.
RECITALS
A. The Parties entered into that certain Development Agreement (“Agreement”) dated as of November 10, 2024, and recorded in the Official Records of Orange County as Document Number 2024000295095 after adoption by the City Council.
B. The Agreement governs the development of certain real property formerly owned by OCR within the City, and also provides for the dedication of a portion of that real property to the City, defined as the “Dedicated Property” in Section 6.1 of the Agreement . Consistent with said section, OCR dedicated the Dedicated Property to the City by grant deed dated November 15, 2024, and recorded in the Official Records of Orange County as Document Number 2024000299872.
C. Section 6.1 of the Agreement reserves to OCR the right to purchase the Dedicated Property back from the City for a de minimis amount under specified circumstances. OCR now desires to relinquish and extinguish that reserved right in full, and the City desires to accept OCR’s relinquishment so that the City shall have unconditional, unrestricted fee ownership of the Dedicated Property.
AGREEMENT
NOW, THEREFORE, pursuant to the authority contained in the Development Agreement Act, as it applies to the City, and in consideration of the mutual promises and covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto state, confirm and agree as follows:
1. Incorporation Into Agreement. This First Amendment is hereby incorporated into the Agreement such that the references to the “Agreement” or the “Development Agreement” in the Agreement’s text shall hereafter also include this First Amendment. Unless otherwise set forth or modified herein, all capitalized terms used in this First Amendment shall have the same meaning as provided in the Agreement.
2. Amendment to Section 6.1. Section 6.1 is hereby amended and restated in full as follows:
Concurrently upon execution of this Agreement and issuance and provision of all Project Approvals or other CITY approvals required or necessary in connection with the full use and enjoyment of the Project, OWNER agrees to dedicate its full fee simple interest in the Dedicated Property, commonly known as the “Chandler First Amendment to Development Agreement 3
Pit,” to CITY via one or more grant deeds or similar conveyance instrument approved by the City Attorney. The Dedicated Property shall be conveyed and transferred to CITY in its “AS- IS,” “WHERE IS, WITH ALL FAULTS” condition, free of any retained rights of reversion, repurchase, future interests, or other conditions in favor of OCR, and CITY shall thereafter hold the Dedicated Property in its sole and exclusive ownership.
3. Conveyance. OCR shall execute a grant deed conveying the remainder of its interest in the Dedicated Property to the City concurrently upon execution of this First Amendment.
4. Recordation. This First Amendment shall be recorded by the City Clerk in the Official Records of Orange County within ten (10) days after the Effective Date, as provided in Section 65868.5 of the Development Agreement Act.
5. Effect of Amendment . Except as expressly modified herein, the Agreement is unmodified, is hereby ratified and affirmed, and will remain in full force and effect in accordance with its terms. If there is any inconsistency between the terms of the Agreement and the terms of this First Amendment, the provisions of this First Amendment shall govern and control.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year first above written.
CITY OCR
THE CITY OF ORANGE,
a California municipal corporation
By:_______________________________
Daniel R. Slater, Mayor
OC RECLAMATION, LLC,
a California limited liability company
By:_______________________________
Trevor Wood, President
ATTEST:
___________________________________
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
___________________________________
Nathalie Adourian, City Attorney √
[NOTARY ACKNOWLEDGEMENTS ATTACHED]