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INSURANCE NOT REQUIRED
<br />WORK NIAY PROCEEF)
<br />CLERK OF COUNCIL
<br />MAY 1 a 2019 SECOND EXCLUSIVE NEGOTIATION AGREEMENT
<br />ev pt ki) This Second Exclusive Negotiation Agreement ("Agreement") is dated May :��, 2019,
<br />VkosL, KA*or reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a
<br />California charter city in the County of Orange of the State of California ("City), and CARIBOU
<br />INDUSTRIES, INC., a Nevada Corporation ("Developer"), in order to provide a specified period
<br />of time to attempt to negotiate a disposition and development agreement ("DDA"). City and
<br />Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively,
<br />as the "Parties." This Agreement is entered into by the Parties with reference to the following
<br />recited facts (each, a "Recital):
<br />RECITALS
<br />WHEREAS, the City and Developer entered into Exclusive Negotiation Agreement No.
<br />A-2017-058, dated April 27, 2017, for City and Developer to negotiate regarding the potential
<br />acquisition and development of the property located at 201 West Third Street, Santa Ana,
<br />California 92701 (APN 398-264-13) ("Property"); and
<br />WHEREAS, the City and Developer entered into a First Amendment to Exclusive
<br />Negotiation Agreement No. A-2017- 1. 65, dated July 5, 2017; and
<br />WHEREAS, the City and Developer entered into a Second Amended and Restated
<br />Exclusive Negotiation Agreement No. A-2018-002, dated January 11, 2018, which expired on its
<br />own terms on April 28, 2019; and
<br />WHEREAS, the intent of the Parties in entering into this Agreement is to establish a
<br />specific, limited period of time to negotiate regarding a future agreement among them governing
<br />the potential acquisition and development of certain real property, subject to mutually agreeable
<br />terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a
<br />future DDA; and
<br />WHEREAS, City owns the Property; and
<br />WHEREAS, the Property is more particularly described in the legal description attached
<br />to this Agreement as Exhibit "&: and incorporated into this Agreement by this reference; and
<br />WHEREAS, Developer proposes to develop a mixed use project, including a hotel,
<br />commercial, retail, residential, and public parking, on the Property ("Projeef'); and
<br />WHEREAS, the Parties now agree to enter into this Agreement for the purpose of ftirther
<br />planning and evaluating the feasibility of the proposed Project, including further negotiation of
<br />deal points and environmental review of the projects in preparation for the DDA-, and
<br />WHEREAS, the Developer has represented its willingness and ability to undertake certain
<br />studies, plans and other activities necessary to define the scope of development and determine the
<br />feasibility of the Project on the Property and that such plans and other information to be prepared
<br />during the course of this Agreement shall serve as the basis for entering into a DDA among City
<br />and Developer; and
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