GRAND PLAN 2, LLC; INTEGRAL COMMUNITIES I, INC., AND NDC SKYLINE ASSOCIATES, LLC

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A-2008-204 FIRST AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA, GRAND PLAN 2, NDC SKYLINE ASSOCIATES, LLC, AND INTEGRAL COMMUNITIES I, INC. This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT ("First Amendment") is entered into between THE CITY OF SANTA -ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City"), and THE GRAND PLAN 2°- LLC, a California limited liability company ("GP2"), NDC SKYLINE ASSOCIATES, LLC, a Delaware limited liability company ("Skyline") and INTEGRAL COMMUNITIES I, INC., a Delaware corporation ("Integral Communities I"). 1. This First Amendment is entered into with reference to the following facts: 1.1 The Grand Plan 1, LLC, a California limited liability company ("GP 1 ") and GP2, on the one hand, and City, on the other hand, entered into that certain Development Agreement dated August 4, 2005 and recorded in the Orange County Official Records on July 21, 2005 as Instrument No. 2005Q80565108 ("Development Agreement") pursuant to which, among other things, ~- Owner (as defined in the Development Agreement) is required to install Signs and Public Art at a cost of not to exceed Five Hundred Thousand Dollars ($500,000) all of which was to be installed prior to the issuance by the City of the first certificate of occupancy for any Element. GP1 and GP2 subsequently assigned its rights and obligations under the Development Agreement with respect to Lake Towers to Skyline and GP1 assigned its rights and obligations under the Development Agreement with respect to Integral to Integral Communities I. Capitalized terms not defined herein shall have the meaning set forth in the Development Agreement. 1.2 Skyline, GP2, and City now desire to amend the Development Agreement so as to remove the requirement for the installation of the Signs and to provide phasing for the installation of the Public Art. 2. Section 2.54 and 2.59 are hereby deleted in their entirety. Section 5.1.7 is hereby deleted and replaced with the following: SECTION 5.1.7. Development, Construction and Completion of Public Art. Owner shall include within the Project, a single or grouped permanent work(s) of public art consistent with the Public Art Plan (the "Public Art") at a cost not to exceed Five Hundred Thousand Dollars ($500,000) ("Public Art Fee"). 4. EXHIBIT B, PUBLIC ART PLAN is hereby deleted and replaced with the document attached hereto and referenced as Exhibit B. 5. Except as amended herein the Development Agreement shall remain in full force and effect in accordance with its terms. DOCSOC/ 1275524v 10/024579-0001