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0 D THIS AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT ("Agreement") is made and entered into this day of 2000 ("Effective Date"), by and between THE FIRST AMERICAN CORPORATION, a California corporation, formerly known as The First American Financial Corporation ("First American"), and CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). All attachments and exhibits hereto are incorporated herein by reference. AMENDED AND RESTATED PROJECT IMPLEMENTATION AGREEMENT R E C I T A L S A. This Agreement results from the following actions and events described generally in chronological order: 1. There exists within the City a large parcel of real property generally hounded by Columbine Avenue on the North, Main Street on the West, MacArthur Boulevard on the South, and the Costa Mesa/I-55 Freeway on the East, and commonly known as "MacArthur Place" (hereinafter, "MacArthur Place") . MacArthur Place consisted of Lots 1, 2, 3, 4, 5, 6, 7 of Tract 13802 as shown on a map filed in Book 649, Pages 44 through 48 of Miscellaneous Maps in the office of the Orange County Recorder, and an additional lot commonly known as the Emerson Parcel, as the foregoing lots may have been subject, from time to time, to further subdivision or reparcelization or adjustments resulting from lot line adjustments, including but not limited to that certain Lot Line Adjustment 98- 001 in the City of Santa Ana, County of Orange, State of California, dated April 2, 1998 and recorded as Instrument No. 199802100009 in the office of Orange County Recorder, and that certain Parcel Map No. 98-232 in the City of Santa Ana, County of Orange, State of recorded on April 4, 2000, in Book 313, Pages 12- 17 of Parcel Maps in the office of the Orange County Recorder. MacArthur Place is shown on the MacArthur Place Site Map attached hereto as Exhibit A. 2. On July 6, 1982, by Ordinance No. NS 1639,the City approved and adopted the Redevelopment Plan for the Santa Ana South Main Street Redevelopment Project (the "Redevelopment Plan".) The Redevelopment Plan identifies an area within the City known as the South Main Redevelopment Project Area ("Redevelopment Project Area"). MacArthur Place lies within the boundaries of the Redevelopment Project Area. 3. On January 4, 1988, by Ordinance No. NS-1941, the City adopted a specific development zoning district for MacArthur Place, known as Specific Development Plan No. 43 (""SD Plan No. 4311). As stated in its introduction, SD Plan No. 43 sets forth authorized uses, maximum development densities, and operational standards for MacArthur Place while permitting maximum flexibility in site planning and design. 394/016555-0002/3124G50.19 05/26/00