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EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT <br />(YMCA) <br />This Exclusive Right to Negotiate Agreement (YMCA) ( "Agreement') is made this 17th <br />day of September, 2014, by and among the City of Santa Ana, California, a municipal <br />corporation organized as a charter city ( "CITY "), St. Joseph Health System, a California <br />nonprofit public benefit corporation ("SJHS "), and Taller San Jose, a California nonprofit public <br />benefit corporation ( "TSJ "). SJHS and TSJ are together referred to as ( "DEVELOPER ") The <br />CITY, SJHS and TSJ are sometimes individually referred to herein as a "Party" and collectively <br />as the "Parties." This Agreement is entered into with regards to the following recited facts; <br />RECITALS <br />A. The CITY owns that certain real property located at 205 West Civic Center <br />Drive, Santa Ana, California 92701, which is more particularly described on Exhibit A attached <br />to this Agreement and incorporated herein by this reference ( "Property "). The CITY purchased <br />the Property in 1992 and the Property has remained vacant since that time. The Property is listed <br />as a historic resource, but is currently in disrepair: In August 2013, the CITY issued a Request <br />for Qualifications ( "RFQ ") for the redevelopment of the Property. After qualified developers <br />were identified the CITY issued a more extensive Request for Proposals ("RIFF), <br />B. DEVELOPER responded to the RFQ and the RFP with a proposal to serve the <br />CITY's residents by supporting the health management of residents of the CITY through the <br />development of a fitness center, a wellness center and related programs and to provide other <br />services to benefit the health and welfare of residents of the City, and also to further serve the <br />CITY by enhancing job training and job creation and in particular providing such services for <br />disadvantaged youth (the "Project "). The Project is more particularly described in the Project <br />Summary on Exhibit B attached to this Agreement and incorporated herein by this reference. In <br />its response to the RFP, DEVELOPER proposed a fielding program, with a budget of <br />approximately Eighteen Million Dollars ($18;000,000). <br />C. On March 18, 2014, the Santa Ana City Council ( "CITY Council ") authorized <br />CITY staff to negotiate an exclusive right to negotiate agreement with DEVELOPER for the <br />Project. CITY and DEVELOPER enter into this Agreement for the purpose of allocating <br />responsibilities for the study of the feasibility of the Project and establishing a time frame for the <br />negotiation of a future agreement regarding the Project and the disposition of the Property <br />pursuant to a Development Agreement between and among CITY and DEVELOPER (the <br />"Development Agreement "). DEVELOPER has represented its willingness and ability to <br />undertake certain studies, plans and other activities necessary to define the scope of development <br />and determine the feasibility of the Project; provided such studies, plans and other activities are <br />agreed to by DEVELOPER in advance of such activities being undertaken and the Parties have <br />entered into an agreement regarding the apportionment of the related costs. Such plans and <br />other information to be prepared during the course of this Agreement shall serve as the basis for <br />the Development Agreement. This Agreement memorializes the CITY entering into exclusive <br />negotiations with DEVELOPER (or their Affiliates, (as defined below)) concerning the matters <br />described herein. <br />Exhibit . L <br />_1. <br />48677228.1 <br />25C -5 <br />