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EXHIBIT 5 <br /> LETTER OF INTENT BETWEEN <br /> COUNTY OF ORANGE <br /> AND <br /> CITY OF SANTA ANA <br /> THIS LETTER OF INTENT("LOI")is made and entered into ,2025,by and <br /> between the COUNTY OF ORANGE, a political subdivision of the State of California <br /> ("County")and the CITY OF SANTA ANA("City").The County and the City may be <br /> referred to herein individually as a "Party" or collectively as the "Parties." <br /> RECITALS <br /> A. The County is the fee owner of an approximately 0.7 acre parcel which contains a <br /> portion of Assessor's Parcel 008-067745 and is commonly known as the "Plaza of the <br /> Fountains." The parcel is illustrated on Exhibit A. attached hereto, as Parcel A. <br /> B. The City intends to undertake Project 24-9002 under its capital improvement <br /> program, which will demolish the former State of California building known as <br /> Civic Center Building 28, the Plaza of the Fountains north and west of Building 28, <br /> and a pedestrian bridge. <br /> C. The County's adjacent Law Library at 515 North Flower Street ("Law Library") is <br /> to be protected in place with the Project and access to the Law Library must be <br /> preserved. <br /> D. On April 22, 2025 the Orange County Civic Center Authority (OCCCA) approved <br /> the Fiscal Year 2025-2026 Orange County Civic Center Parking and Maintenance <br /> Budget (Fund 828), which included an allocation of$500,000 for Modification to <br /> Law Library Deck (Plaza of the Fountains) and Access. <br /> E. The City plans to expend the$500,000 for Modification to Law Library Deck(Plaza <br /> of the Fountains) and Access on access accommodations including construction of <br /> features situated outside of Parcel A to maintain/improve/modify access to the Law <br /> Library. The cost of providing the access accommodations and related design <br /> changes for features outside of Parcel A is expected to exceed the available <br /> $500,000, which excess will be funded by the City. <br /> F. The purpose of this LOI is to memorialize the intent of the Parties to enter into <br /> negotiations for an agreement wherein the Parties would agree to a land transfer that <br /> would result in the City acquiring all interest in the Plaza of the Fountains ("Land <br /> Transfer Agreement"). <br />