ST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014

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A -2014 -220 EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (YMCA) This Exclusive Right to Negotiate Agreement (YMCA) ( "Agreement') is made this 17th day of September, 2014, by and among the City of Santa .Ana, California, a municipal corporation organized as a charter city ( "CITV Y"), St. Joseph Stealth System, a California nonprofit public benefit corporation ( "SJHS "), and Taller San Jose, a California nonprofit public benefit corporation C TSJ" ). SJFIS and TSJ are together referred to as ( "DEVELOPER ") The CITY, SJHS and TSJ are sometimes individually referred to herein as a "Party" and collectively as the "Parties." This Agreement is entered into with regards to the following recited facts: RECITALS A. The CITY owns that certain real property located at 205 Nest Civic Center Drive, Santa Ana, California 92701, which is more particularly described on Exhibit A attached to this Agreement and incorporated herein by this reference C'Property "). The CITY purchased the Property in 1992 and the Property has remained vacant since that time. The Property is listed as a historic resource, but is currently in disrepair. In August 2013, the CITY issued a Request for Qualifications ( "RFQ') for the redevelopment of the Property. After qualified developers were identified the CITY issued a more extensive Request for Proposals ( "RFP "). B. DEVELOPER responded to the REQ and the REP with a proposal to serve the CITY's residents by supporting the health management of residents of the CITY through the development of a fitness center, a wellness center and related programs and to provide other services to benefit the health and welfare of residents of the City, and also to further serve the CITY by enhancing job training and job creation and in particular providing such services for disadvantaged youth (the "Project "). The Project is more particularly described in the Project Summary on Exhibit B attached to this Agreement and incorporated herein by this reference. In its response to the RFP, DEVELOPER proposed a funding program, with a budget of approximately Eighteen Million Dollars ($18,000,000), C. On March '18, 2014, the Santa Ana City Council ( "CITY Council') authorized CITY staff to negotiate an exclusive right to negotiate agreement with DEVELOPER for the Project. CITY and DEVELOPER enter into this Agreement for the purpose of allocating responsibilities for the study of the feasibility of the Project and establishing a time frame for the negotiation of a future agreement regarding the Project and the disposition of the Property pursuant to a Development Agreement between and among CITY and DEVELOPER (the "Development Agreement'). 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; provided such studies, plans and other activities are agreed to by DEVELOPER in advance of such activities being undertaken and the Parties have entered into an agreement regarding the apportionment of the related costs, Such plans and other information to be prepared during the course of this Agreement shall serve as the basis for the Development Agreement. This Agreement memorializes the CITY entering into exclusive negotiations with DEVELOPER, (or their Affiliates, (as defined below)) concerning the matters described herein. -1- asen22s. i