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EXHIBIT 1 SECOND EXCLUSIVE NEGOTIATION AGREEMENT This Second Exclusive Negotiation Agreement ("Agreement") is dated September 17, 2019, for reference purposes only, and is entered into by and between the CITY OF SANTA ANA, a Califomia charter city in the County of Orange of the State of California ("City"), and THRIVE Santa Ana; Inc:, -a 501(c)(3) tax exempt California public benefit corporation ("Developer"), to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA") between the City and Developer. 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 Parties entered into an Exclusive Negotiation Agreement dated May 1, 2018, to negotiate the potential future development of the property located at 1901 West Walnut Street, Santa Ana, CA (APN 007- 332-08) ("Property"), but that original Exclusive Negotiation Agreement expired on its own terms on April 26, 2019; and WHEREAS, the Parties entering into this Agreement intend to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential use and development of the Property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; 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 community micro -farm on the Property. The term "micro -farm" refers to a small space primarily used to cultivate crops in an urban or suburban setting. Additionally, micro -farms are used to teach gardening and farming skills to community members. Developer will use a comprehensive assessment of community needs to determine the specific use of the Property, as particularly described in Exhibit `B" attached to this Agreement and incorporated into this Agreement by this reference ("Project"); and WHEREAS, the Parties propose to conduct negotiations in order to produce a DDA in accordance with the timeline and milestones attached to this Agreement as Exhibit "C' ; 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 information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA between City and Developer; and -1- EXHIBIT 1 60A-5