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SECOND MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF SANTA ANA AND THE ELKS BUILDING ASSOCIATION OF SANTA ANA FOR THE POTENTIAL DEVELOPMENT AND JOINT USE OF A PORTION OF THE SANTA ANA ZOO AND THE ELKS PROPERTY LOCATED AT ELKS LANE AND FIRST STREET, SANTA ANA This Second Memorandum of Understanding ( "MOU ") is made this 17th day of Februar 2015, by and between the City of Santa Ana, California, a municipal corporation organized as a charter city ( "CITY "), and the Elks Building Association of Santa Ana, a California corporation ( "ELKS "), for the continued negotiation of the potential development and joint use of a portion of property at the Santa Ana Zoo ( "ZOO ") and the ELKS property located at Elks Lane and First Street, Santa Ana, known by the street address of 1660 East First Street and designated as Assessor's Parcel Number 402 - 222 -01. CITY and ELKS are sometimes individually referred to herein as a "Party" and collectively as the "Parties." TERMS 1. Purpose. The CITY and the ELKS entered into an initial MOU on September 2, 2014, which expired on February 2, 2015. The parties wish to continue to jointly explore and negotiate the terms of a potential joint use project wherein the Parties would jointly develop a site plan that would explore options for the re -use of the ELKS property for private development along with mutually beneficial development at the ZOO. Such a project could include the construction of a new public parking structure, multi -use facility, commercial, institutional and residential development. ( "Project "). 2. Effective Date. This MOU shall become effective on the date ( "Effective Date ") when this MOU has been executed by the authorized representatives of the CITY and ELKS. The term of this MOU shall commence on the Effective Date and shall continue thereafter for a period of six (6) months ("Negotiation Period "), unless sooner terminated as provided herein. The Negotiation Period may be extended for an additional six (6 ) months upon the mutual written agreement of the CITY and the ELKS. The Santa Ana City Manager is authorized to extend the Negotiation Period on behalf of the City, pursuant to the terms of this MOU. 3. Good Faith Negotiations, The CITY and the ELKS agree, for the Negotiation Period, to negotiate diligently and in good faith to comply with the terms and conditions set forth in this MOU, subject to the following provisions: 3.1 The term "negotiate," as used in this MOU, may allow for the ELKS to include a private development partner to participate in the site plan development process. However, the ELKS will agree to not submit any development application until such time as the term of this MOU has expired. 3.2 The CITY shall not be precluded by this MOU from furnishing to other persons or entities unrelated to the ELKS information in the possession of the CITY which it is M -3