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INTENTIONS <br /> NOW, THEREFORE, County and City agree to enter into negotiations for the <br /> preparation of a Land Transfer Agreement to memorialize the proposed exchange <br /> materially as follows: <br /> 1. The County shall convey fee ownership ofParcel A to the City via a Land Transfer <br /> Agreement. <br /> 2. The City shall include specific provisions in the scope of work for Project 24-9002 <br /> to maintain access to the Law Library. Exhibit B, attached hereto, identifies initial <br /> proposed scope of work items, lying both within and outside Parcel A, specific to <br /> maintaining access to the Law Library. The final scope of work shall be mutually <br /> agreed to be the Parties. <br /> 3. The cost of providing the Law Library access scope of work items and related design <br /> changes for features outside of Parcel A is expected to exceed the available OCCCA <br /> funding of$500,000. Therefore, the City will fund any additional costs to complete <br /> the proposed work items listed in Exhibit B (with the final scope of work to be <br /> mutually approved by the Parties), and in exchange, the County and City will enter <br /> into a Land Transfer Agreement wherein the County will convey the Acquisition <br /> Area depicted in Exhibit B2 to the City for the sum of one dollar ($1). <br /> 4. Any third-party costs related to the Land Transfer Agreement shall be shared <br /> equally by the County and the City. The Parties shall be responsible for their own <br /> internal costs. <br /> 5. The County will be required to obtain approval from the Orange County Board of <br /> Supervisors to convey the parcel. The City will be required to obtain approval from <br /> the Santa Ana City Council to receive the parcel. <br /> 5. Any amendments to this LOI shall be made in writing by County and City. <br /> 6. This LOI is solely a preliminary expression of general interest and intentions of the <br /> Parties and is to be used for discussion and planning purposes only. The Parties <br /> agree that this LOI is not intended to create any legally binding agreement or <br /> obligation, either implied or expressed by any Party to agree to a definitive <br /> agreement, and imposes no duty on any Party to ultimately enter into a binding <br /> agreement. It is the manifestation of the intent of the Parties that no Party shall have <br /> any contractual obligations to any other Party with respect to matters referred herein, <br /> unless and until a definitive agreement has been considered, approved, and fully <br /> executed by the Board of Supervisors and the Santa Ana City Council. <br /> COUNTY OF ORANGE CITY OF SA TA ANA <br /> Thomas Miller,Chief Real Estate Officer Alvaro Nunez, City Manager <br />