25J - AGMT - 3RD AND BROADWAY DEV

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EXCLUSIVE NEGOTIATION AGREEMENT This Exclusive Negotiation Agreement ( "Agreement ") is dated , 2017, for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ( "City "), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ( "Developer "), in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ( "DDA "). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital "): RECITALS WHEREAS, the intent of the Parties in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential acquisition and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a firture DDA; and WHEREAS, the property contemplated is located at 201 West Third Street, Santa Ana, California 92701 (APN 398 - 264 -13) ( "Property "); and WHEREAS, City owns the Property; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop a mixed use hotel and commercial /retail project on the Property ( "Project "); and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property and that such plans and other inforniation to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA among City and Developer; and WHEREAS, City is willing to enter into a period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: Exhibit Z 25J -5