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COOPERATIVE AGREEMENT FOR <br />OFF-SITE 1MPROWMENTS <br />THIS Agreement Is entered into this day of , 2005, by and between <br />the SANDPOINTB NEIGHBORHOOD ASSOCIATION, INC., a California, non-profit public <br />benefit and federal 501(c)(3) corporation ("Sandpoitite"), 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 herein as "Nexus"), <br />COASTAL RIM PROPERTIES, INC., a California corporation ("Geneva Commons"), the <br />COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, apublic 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 />WITNESSETH <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 Cornunons has proposed constructing at the northeast comer ofMacArthur <br />Boulevard and Imperial Promenade an approximately 278-unit condominium project consisting of <br />an 18-residential level high rise project and an eight-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 CWe€ghborhood") 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 SandpointeNeighborhood consists of <br />approximately 800 residences. Sandpointe 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 teen is defined 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 />B 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-2680 t <br />Page 30 of 61 <br />11 A-34