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Exhibit 1 AGREEMENT BETWEEN CITY OF SANTA ANA AND CITY OF GARDEN GROVE TO EXPLORE THE REDEVELOPMENT OF THE WILLOWICK GOLF COURSE WHEREAS, the City of Garden Grove (Garden Grove) owns the Willowick Golf Course property ("Property"), which is comprised of approximately 101.5 acres located at 3017 W 5th Street, within the jurisdictional boundaries of the City of Santa Ana (Santa Ana), together, Garden Grove and Santa Ana are referred to herein as "the Parties;" and WHEREAS, in September 2017 the Parties entered into a Memorandum of Understanding wherein the Parties agreed to jointly explore the potential for redevelopment of the Property; WHEREAS, the Parties wish to enter into this Agreement to take the first steps in the joint exploration of the potential redevelopment of the Property. NOW, THEREFORE, it is agreed, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California and the City of Garden Grove, a municipal corporation duly organized and existing under the Constitution and laws of the State of California as follows: 1. Term. The term of this Agreement commences on April 1, 2018 and remains in effect for five years through March 31, 2023, -unless sooner terminated by 30 days' notice of one Party to the other. Any work completed by any consultant hired by the Parties will be shared by the Parties through the date of termination. Except as provided in Section 3 below, the hiring of any consultant or contractor pursuant to this Agreement will require the prior approval of both Parties. 2. Willowick Ad Hoe Steering Committee. Each of the Parties' City Council will appoint three officials from each Party to serve on an ad hoc steering committee to oversee the implementation of this Agreement and to from time to time provide reports to each City Council on the implementation activities outlined in this Agreement. Hiring of Consultants. The Parties will jointly procure and hire an Economic Advisory consultant and a Community Facilitation consultant as follows: (a) Economic Advisory Consultant. The Economic Advisory consultant would advise the Parties on the development possibilities for the Property and provide third party market validation of development proposals once developed. Each Party's City Manager is authorized to enter into a professional services agreement and to commit no more than $25,000 each, for a total of $50,000 shared equally between the Parties, towards the work of the Economic Advisory consultant. (b) The Community Facilitator would conduct a to -be -determined scope of community outreach that would identify a list of community needs and objectives that a reuse plan should address. The scope would include development of a 1301365.1 25K-3