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THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BETWEEN TH u CITY OF SANTA ANA, and THE GRAND PLAN 2,LLC This THIRD AMENDMENT TO DEVELOPMENT AGREEMENT ("Third 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"). 1. Reference to Facts. This Third Amendment is entered into with reference to the following facts: 1.1 Capitalized terms not defined herein shall have the meaning set forth in the Development Agreement. 1.2 The Grand Plan 1, LLC, a California limited liability company ("GP1") and The Grand Plan 2, LLC, a California limited liability company("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. 2005000565108 (as amended, the "Development Agreement") pursuant to which, among other things, Owner (as defined in the Development Agreement)was granted the vested right to develop a mixed use Project with residential condominiums and office/commercial/retail uses, as more particularly described therein. GP2's current rights and obligations under the Development Agreement include the Condo/Office Project and Retail Project Elements of the Project, which are the subject of this Third Amendment. 1.3 A First Amendment to the Development Agreement by and between the City, GP2, NDC Skyline Associates, LLC and Integral Communities I, Inc. (the latter two being assignees of GPI and GP2 as applicable) was executed on or about July 7, 2008 and recorded in the Orange County Official Records on July 22, 2005 as Instrument No. 2008000349227. Simultaneous with its consideration of this Third Amendment, the City Council of the City of Santa Ana is considering a proposed Second Amendment to the Development Agreement, which is concerned solely with consideration of separate requests for the City to approve rental use (as opposed to for-sale condominiums) of the Lake Tower Element and Integral Project Element of the Project. 1.4 The original Development Agreement and Entitlements (i) described the Condo/Office Project Element of the Project as consisting of a six (6) story tower consisting of fifteen (15) for-sale residential units on four (4) floors and approximately ten thousand (10,000) square feet of office use on two (2) floors, and (ii) described the Retail Project Element of the Project as consisting of approximately thirteen thousand eight hundred seventy-one(13,871) square feet of commercial space, including approximately eight thousand five hundred eighty (8,580) square feet of restaurant and approximately five thousand two hundred ninety(5,290) square feet of retail. 1.5 In lieu of the Condo/Office Project and Retail Project, which Elements are no longer part of the Project, GP2 seeks approval of a Hotel Project: For purposes of this Third 7/29/2009 3:42 PM 3rd amendment to development agreement hotel3a final final final 2