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EXHIBIT 1 <br />FIRST AMENDMENT TO <br />SECOND EXCLUSIVE NEGOTIATION AGREEMENT <br />This First Amendment to Second Exclusive Negotiation Agreement is made and entered <br />into this day of April, 2020, by and between CARIBOU INDUSTRIES, INC., a Nevada <br />corporation ("Developer"), and the CITY OF SANTA ANA, a charter city and municipal <br />corporation, organized and existing under the Constitution and laws of the State of California <br />("City"). <br />RECITALS <br />A. The City and Developer, entered into Second Exclusive Negotiation Agreement <br />No. A-2019-062, dated May 7, 2019, in order to provide a specified period of <br />time to attempt to negotiate a disposition and development agreement ("DDA") <br />("said Agreement"). <br />B. In accordance with the terms and conditions of said Agreement, the Parties desire <br />to amend the Term of Agreement section to extend the Negotiation Period for an <br />additional six (6) months, until November 6, 2020, while also providing two (2), <br />optional ninety (90) day administrative extensions pursuant to City Manager and <br />Developer approval. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions of said Agreement, except as herein modified, the parties agree as follows: <br />Section 2, Term of Agreement, subsection (a), shall be amended to extend the <br />Negotiation Period for an additional six (6) months, until November 6, 2020. <br />Section 2, Term of Agreement, shall be amended to add subsection (d) to read as <br />follows: <br />"The Negotiation Period may be extended upon the mutual written <br />agreement of the City Manager and the Developer for up to two (2) <br />additional ninety (90) calendar day periods, as needed to complete the <br />DDA negotiations and environmental review of the Project." <br />Except as hereinabove modified, all terms and conditions of said Agreement shall <br />remain in full force and effect. <br />Page 1 of 2 <br />25A-3 <br />