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PREDEVELOPMENT AGREEMENT- AGENCY PARCELS <br />This Predevelopment Agreement ("Agreement") is entered into as of December <br />2009 (herein referred to as the "Effective Date") by and between Community <br />Redevelopment Agency of the City of Santa Ana (the "Agency"), and The Related <br />Companies of California, LLC, a California limited liability company and Griffin Realty <br />Corporation, a California Corporation Qointly, the "Developer") on the terms and <br />provisions set forth below and with reference to the following: <br />RECITALS <br />A. The Agency is studying redevelopment of a portion of its merged project area <br />consisting of approximately 94 acres (the "District") in conjunction with studies being <br />undertaken by the City of Santa Ana (the "City") for new transportation projects in and <br />around the Santa Ana Regional Transportation Center (the "SARTC"). The District and <br />SARTC are depicted in Exhibit A hereto which is incorporated herein by this reference; <br />and, <br />B. Within the western portion of the District, the Agency owns 48 parcels of land <br />constituting approximately 6.76 acres depicted in Exhibit B hereto which is incorporated <br />herein by this reference (the "Agency Parcels"), <br />C. The Developer has submitted a proposal to the Agency to redevelop the <br />Agency Parcels as well as to assist the Agency in strategic planning with respect to the <br />District as a whole; and, <br />D. The Developer and the Agency mutually seek to negotiate the terms and <br />conditions of one or more agreements by which the Developer will obtain the right to <br />acquire and develop the Agency Parcels and be designated as the master developer of <br />other parcels within the District to be potentially acquired by the Agency and/or the <br />Developer; and, <br />E. The Agency and the Developer seek to enter into an agreement documenting <br />the anticipated scope of development for the Agency Parcels which will provide for <br />reimbursement by the Agency of certain predevelopment costs of the Developer in the <br />event a final project for the Agency Parcels is not approved by the Agency. By separate <br />agreement, the Agency and the Developer will determine the responsibilities of the <br />parties regarding the strategic planning for the larger District development. <br />NOW, THEREFORE, the Agency and the Developer hereby agree as follows: <br />1. Nature and Identity of the Developer <br />The Developer is currently composed of The Related Companies of California, <br />LLC and Griffin Realty Corporation. Subject to the terms of Section 14 hereof, this <br />