80A - SETTLEMENT AGMT FINAL VERSION

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the Additional Properties acquired by the Agency prior to the applicable Closing shall be included as part of the Site in accordance with Section 207. The Segura Parcels and any such Additional Properties so included pursuant to Section 207, together with the Agency Parcels are referred to herein as the "Site." The Site is located within a larger area known as the "Station District" and shown on the Site Map. F. By this Agreement, and subject to the terms and conditions herein, the Agency desires to transfer the Site to the Developer. The Developer desires to construct on the Site affordable rental housing that will be available to and occupied by persons and families of very low income and extremely low income, affordable for-sale housing that will be available to and occupied by persons and families of moderate income, and market rate for-sale housing that will be available to all buyers, pursuant and subject to the terms and conditions set forth in this Agreement and further described in the Scope of Development (the "Project"). G. This Agreement is in furtherance of and supersedes, with respect to the Site, the PREDEVELOPMENT AGREEMENT-DISTRICT MASTER PLAN and PREDEVELOPMENT AGREEMENT-AGENCY PARCELS between the parties hereto and both dated December 7, 2009. H. The Site will be conveyed to Developer and developed in three separate phases ("Phase R-1," "Phase R-2" and Phase FS") pursuant to the terms of this Agreement. Phase R-1 and Phase R-2 shall both consist of affordable rental housing that is available to and occupied by persons and families of very low income and extremely low income. Phase FS shall consist of for-sale housing, a portion of which shall be available to and occupied by persons and families of moderate income. Each phase may utilize a somewhat different and separate financing structure as provided in more detail in this Agreement and as may be further implemented and clarified in one or more Implementation Agreements (defined in Section 100). Each phase may close separately in which case the terms set forth herein for Closing and subsequent development shall apply to each Phase. I. The parties acknowledge and agree that the financing and other terms set forth in this Agreement may require adjustment to ensure that the Project (including each Phase thereof) is developed and operated in a manner reasonably acceptable to the Agency and financially feasible for the Developer. Therefore, in the event (i) the Developer is required to find alternate financing sources for the development and operation of any (or all) Phase(s) of the Project, (ii) one or more Phases are subject to a Transfer pursuant to Section 602 hereof (other than transfers permitted pursuant to Section 602.2), and/or (iii) the terms of this Agreement as to one or more Phase(s) of the Project otherwise requires adjustment, the parties may negotiate, as necessary, in good faith and reasonably consider entering into one or more additional Implementation Agreements for each Phase of the Project. J. A portion of the Site is located outside the Project Area; however, separately Agency and its legislative body (i.e., the City Council of the City) have determined that the conveyance of the Site (specifically, that portion of the Site that is located outside the Project Area) by the Agency to the Developer and the Developer's construction and development of the Project pursuant to this Agreement will be of benefit to the Agency's Merged Project pursuant to Section 33334.2(g)(1) of the CRL. With respect to the portion of the Site located 2 DOCSOC/ 1 400673v 141200272-0001