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DRAFT <br />December 19, 2012 <br />EXCLUSIVE NEGOTIATING <br />AGREEMENT <br />This Exclusive Negotiating Agreement ("Agreement") is entered into as of <br />2012 by and among the City of Santa Ana, a charter city and municipal <br />corporation (the "City"), the Housing Authority of the City of Santa Ana, a public body, <br />corporate and politic (the "Authority"} and Santa Ana Station District, LLC, a California <br />limited liability company (the "Developer") on the terms and provisions set forth below <br />and with reference to the following. <br />RECITALS <br />A. The former Community Redevelopment Agency of the City of Santa Ana <br />("Agency"), the City and the Developer previously entered into the "Predevelopment <br />Agreement -District Master Development Plan" (the "Predevelopment Agreement") <br />dated December 9, 2009, after conducting an extensive Request for Proposals <br />process. Developer was awarded the Predevelopment Agreement to assist in strategic <br />planning and development with respect to approximately 94 acres known as the "Station <br />District", which included City and Agency owned properties. The Predevelopment <br />Agreement is superseded by the execution of this Exclusive Negotiating Agreement. <br />B. The Agency and City were studying development and master planning of the <br />"Station District" in conjunction with other studies being undertaken for new <br />transportation projects in and around the City-owned Santa Ana Regional <br />Transportation Center ("SARTC"). The Authority now owns one parcel within the <br />Station District located at 1126-1146 E. Washington Ave. (APN #398-092-14} ("Housing <br />Authority Parcel"), which was previously owned by the Agency and subject to the terms <br />of the Predevelopment Agreement. The Housing Authority Parcel is hereby reaffirmed <br />as being included under the terms of this Exclusive Negotiating Agreement, unless <br />precluded or prohibited from including such parcel by direction or action of the State of <br />California. The Station District including the SARTC and Housing Authority Parcel are <br />depicted in Exhibit A hereto which is incorporated herein by this reference. <br />C. Additionally, the County of Orange owns adjacent property within the Station <br />District depicted on Exhibit A ("County Parcels") that has been the subject of <br />discussions between the City and County with respect to joint planning and <br />development opportunities. It is anticipated that a Joint Powers Agreement, <br />Cooperative Agreement, or Memorandum of Understanding will be negotiated with the <br />County for development of the City and County Parcels, and Developer agrees to fully <br />cooperate with that potential negotiation process and agreement. Developer will <br />ultimately be responsible for incorporating the County Parcels into the Master Plan if <br />directed to do so by the City. The County is not a party to this Agreement and there is <br />currently no contract or commitment from the County at this time to sell or develop its <br />properties. <br />EXHIBIT 1 <br />