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COOPERATIVE AGREEMENT FOR <br />OFF -SITE IMPROVEMENTS <br />THIS Agreement Is entered into this - day of -, 2005, by and between <br />the SANDPOINTR NEIGHBORHOOD ASSOCIATION, INC., a California, non -profit public <br />benefit and federal 501(c)(3) corporation ( "Sandpointe "), the NEXUS DEVELOPMENT <br />CORPORATION /CENTRAL DIVISION, INC. a California corporation and The Grand Plan 2, <br />LLC, a California Limited Liability Company (collectively referred to heroin as "Nexus"), <br />COASTAL RIM PROPERTIES, INC., a California corporation ( "Genova Commons'), the <br />COMMUNr Y REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body <br />corporate and politic (the "Agency "), and the CITY OF SANTA ANA, a charter city and municipal <br />corporation duly organized and existing under the Constitution and laws of the State of California <br />(the "City"). <br />WITNBSSETH <br />A. Nexus has proposed constructing at Hutton Center a five level residential <br />condominium project, two 23- residential level condominium high -rise and one 24- residential level <br />condominium (for a total not to exceed 835 condominium units), together with ancillary retail not <br />to exceed 14,000 square feet (the "Nexus Project'). <br />B. Geneva Commons has proposed constructing at the northeast comer of MacArthur <br />Boulevard and Imperial Promenade an approximately 278 -tint condominium project consisting of <br />an 18- residential level high rise project and an night -story building, together with ancillary retail <br />(the "Geneva Commons Project'), <br />C. Sandpointe is a non - profit corporation that serves as a conduit between the <br />Sandpointo Neighborhood ("Neighborhood") and outside community and political interests. <br />Sandpointe Neighborhood is a residential neighborhood of single family and some multi - family <br />homes in the southeast portion of Santa Ana. The Sandpointe Neighborhood consists of <br />approximately 800 residences. Sandpoint* does not have the authority to bind any individual <br />resident of the Sandpointe Neighborhood, <br />D. The Agency is a community redevelopment agency, as that term is defnaed in <br />California Health & Safety Code § 33100. In 1982, the Agency created the South Main <br />Redevelopment Project Area ( "Project Area"), and Nexus and Geneva Commons are located within <br />the Project Area. <br />I's. Sandpointe has identified certain physical improvements needed in the area of the <br />Neighborhood that are necessitated by or would in some way offset the impact of the two <br />development projects. Nexus and Geneva Commons desire to contribute towards the cost and/or <br />construction of those improvements to the Sandpointe neighborhood in addition to and to <br />EXHIBIT D <br />Ordinance No. NS -2660 <br />Page 30 of 61 <br />75A -91 <br />