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E ��P\ ` i:'OPI� MAY PPn(EEp v1 llii it. iNSUPP.NC:EEXPIPES 3a- Li! LERI(Oi CUUN�,IL CITY OF SANTA AN DISPOSITION AND DEVELOPMENT AGREEMENT Downtown Hotel and Mixed -Use: Residential and Retail/Commercial Project At 3rd and Broadway THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement") is dated as of October 5, 2020 for reference purposes only, and is entered into by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada Corporation (the "Developer") (collectively, the "Parties," and each a "Party"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. The City owns that certain real property generally located at 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted as APN 398-264-13 on the site plan attached to this Agreement as Exhibit "F" (the "Property"). B. The Developer proposes the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy- five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, as described in the definitions of "Project," "Mixed Use," "Hotel Project," and "Parking Structure" as set forth in ARTICLE 2 of this Agreement. C. On April 27, 2017, City and Developer entered into an Exclusive Negotiating Agreement to discuss proposed terms for the disposition of the City Property and development of the proposed mixed -use hotel and commercial/retail project on the City Property and the Developer Property. D. On July 5, 2017, the Parties entered into a First Amendment to the Exclusive Negotiation Agreement, and on January 11, 2019, the Parties entered in to a Second Amended and restated Exclusive Negotiation Agreement (No. A-2018-002) which expired on its own terms on April 28, 2019. E. On May 7, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. A-2019-062) which was effective until May 7, 2020. F. On April 22, 2020, the Parties entered into the First Amendment to the Second Exclusive Negotiation Agreement which is effective until October 23, 2020. G. The proposed Project and Parking Structure will result in the redevelopment of underutilized land and aging structures, development of apartments and extended stay hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, increased employment opportunities within the City and additional property taxes, sales 55394.00049\33239203.12