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COOPERATIVE AGREEMENT FOR OPF -SITE IMPROVEMENTS THIS Agreement is entered into this day of , 2005, by and between the SANDPOINTE NEIGHBORHOOD ASSOCIATION, INC., a California, non -profit public benefit and federal 501(c)(3) corporation ( "Sandpointe "), the N13XUS DEVELOPMENT CORPORATION /CENTRAL DIVISION, INC. a California corporation and The Grand Plan 2, LLC, a California Limited Liability Company (collectively referred to herein as'Noxus" ), COASTAL RIM PROPERTIES, INC., a California corporation (" Geneva Commons"), the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body corporate and politic (the "Agency "), and the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City") WITNBSS13TH A. Nexus has proposed constructing at Hutton Center a five level residential condominium project, two 23- residentiet level condominium high -rise and one 24- residential level condominium (for a total not to exceed 835 condominium units), together with ancillary retail not to exceed 14,000 square feet (the "Nexus Project "). B. Geneva Commons has proposed constructing at the northeast corner of MacArthur Boulevard and Imperial Promenade an approximately 278 -unit condominium project consisting of an 18- residential level high rise project and an eight -story building, together with ancillary retail (the "Geneva Commons Project'), C. Sandpoint* is a non -profit corporation that serves as a conduit between the Sandpointo Neighborhood ( "Neighborhood ") and outside community and political interests. Sandpointe Neighborhood is a residential neighborhood of single family and some multi - family homes in the southeast portion of Santa Ana. The Sandpointe Neighborhood consists of approximately 800 residences. Sandpoint* does not have the authority to bind any individual resident of the Sandpointe Neighborhood, D. The Agency is a community redevelopment agency, as that term is defined in California Health & Safety Code § 33100. In 1982, the Agency created the South Main Redevelopment Project Area ( "Projeot Area'), and Nexus and Geneva Commons are located within the Project Area, E. Sandpointe has identified certain physical Improvements needed In the area of the Neighborhood that arts necessitated by or would in some way offset the Impact of the two development projects. Nexus and Geneva Commons desire to contribute towards the cost midlor construction of those improvements to the Sandpointe neighborhood In addition to and to EXHIBIT D Ordinance No, NS -2660 t Page 30 of tit 75A -91