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DEVELOPMENT AGREEMENT
<br />THIS SECOND AMENDED DEVELOPMENT AGREEMENT ("Second Amendment") is
<br />entered as of this day of , 2013, by and between THE CITY OF SANTA ANA
<br />("City"), a charter city and municipal corporation, and VDC AT THE MET, LLC ("VDC"), a
<br />California limited liability company. The City and VDC are at times referred to individually as
<br />"Party" and collectively as "Parties" herein.
<br />RECITALS
<br />A. Sections 65864 through 65869.5 of the California Government Code (the
<br />"Development Agreement Laws") authorize City to establish procedures to enter into, amend, and
<br />extend binding development agreements with persons having legal or equitable interests in real
<br />property located within the City for development of the property;
<br />B. The purpose of this Second Amendment is to assign and make certain minor changes
<br />to the previously-approved "Amended Development Agreement Between the City of Santa Ana and
<br />VDC At The Met, LLC, a California Limited Liability Company," dated April 16, 2012, and
<br />recorded in the Orange County Recorder's Office as Document No. (the "First
<br />Amended DA");
<br />C. Pursuant to an order of Los Angeles Superior Court Judge James C. Chalfant in Case
<br />No. BC 484031, dated September 7, 2012, the subject property is currently controlled by David
<br />Wald, a receiver appointed by the Los Angeles Superior Court with full control and authority over
<br />VDC and the subject property. A true and correct copy of said order is attached hereto as Exhibit
<br />"A" and incorporated herein by this reference;
<br />D. Specifically, the Parties now desire to amend the First Amended DA, by way of this
<br />Second Amendment, to assign the First Amended DA, including all of the rights, duties,
<br />obligations, and benefits contained therein, from VDC to FIRST ROCK SANTA ANA, LLC ("First
<br />Rock"), a California limited liability company, which is the development entity for GENESIS
<br />REAL ESTATE GROUP, INC. ("Genesis"), a Texas corporation. The assignment is subject to the
<br />finalization of the sale of the subject property to First Rock, which was authorized by another order
<br />of Los Angeles Superior Court Judge James C. Chalfant in Case No. BC 484031, dated April 16,
<br />2013. A true and correct copy of said order is attached hereto as Exhibit "B" and incorporated
<br />herein by this reference;
<br />E. In addition, the Parties desire to make minor changes to the First Amended DA, by
<br />way of this Second Amendment, including to (1) eliminate the two-year prohibition against
<br />assignments contained in Section 4.3 of the First Amended DA; (2) remove all references to the
<br />previous applicant, Vineyard Development ("Vineyard"), and the previous developer, Ryan
<br />Ogulnick ("Ogulnick"), from the First Amended DA; and (3) correct the number of total units to be
<br />built pursuant to the approved project; and,
<br />F. All other provisions of the First Amended DA, including all rights, duties,
<br />obligations, and benefits contained therein, shall remain fully intact and unchanged, and shall not be
<br />modified in any way by this Second Amendment.
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