FRIENDS OF THE LACY HISTORIC NEIGHBORHOOD-2011

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CM ca CG G12 a. Q A-2011-105 SETTLEMENT AGREEMENT This Settlement Agreement ("Agreement") is made and effective this /Sr'hday of April, 2011 (the "Effective Date") by and among the Santa Ana Station District, LLC, a California limited liability company, the Related Companies of California, LLC, a California limited liability company, and Griffin Realty Corporation, an affiliated company of Griffin Holdings (collectively, the "Developer"); the Friends of Lacy Historic Neighborhood, an unincorporated association ("FOL" ); Debra McEwen, an individual; the City of Santa Ana, a municipal corporation, and the City Council of the City of Santa Ana (collectively, the "City"); and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic, and the Board of the Community Redevelopment Agency of the City of Santa Ana (collectively, the "Agency"). Developer, FOL, the City and the Agency are collectively referred to herein as the "Parties" and individually as a "Party." FOL is sometimes referred to herein as the "Petitioner." The City and the Agency are sometimes collectively referred to herein as the "Respondents." The Developer is sometimes referred to herein as the "Real Parties in Interest." RECITALS A. The Developer is the developer of that certain redevelopment project commonly known as the "Station District Project" located on approximately six (6) acres of real property in the City of Santa Ana, which consists of unimproved and improved lots with residential uses. The parcels which make up the Station District Project are identified by the phases in which they will be constructed on Exhibit "A" hereto (the "Site Map"). The Site Map also identifies the boundaries of the area commonly known as the "Station District." The Station District Project will construct affordable rental housing that will be available to and occupied by persons and families of very low and extremely low income, affordable for-sale housing that will be available to and occupied by persons and families of moderate income, and market rate for-sale housing that will be available to all buyers, pursuant and subject to certain terms and conditions set forth in a Disposition and Development Agreement between the Agency and the Developer referenced below in paragraph E, the scope of which may be revised to comply with the terms of this Agreement. B. The Station District Project is located within the area of the City subject to the Transit Zoning Code ("TZC") in the central urban core of the City. The TZC area comprises over 100 blocks and 450 acres between First Street, Flower Street, Civic Center Drive, Grand Avenue and Interstate 5 (1-5) and, more specifically, in the area west of 1-5, north of First Street, and between Grand Avenue and Flower Street and south of Civic Center Drive, as shown on Exhibit "B" hereto (the "TZC Project Area"). C. The Station District Project is also within an area commonly known as the "Lacy Neighborhood," which is bound by Civic Center Avenue on the north, First Street on the south, Main Street on the west and Santiago Street on the east, as shown on Exhibit "C" hereto (the "Lacy Neighborhood").