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COOPERATIVE AGREEMENT FOR <br />OFF -SITE IMPROVEMENTS <br />THIS Agreement is entered into this day of 2005, by and between <br />the SANDPOINTE NEIGHBORHOOD ASSOCIATION, INC., a California, non - profit public <br />benefit and federal 501(c)(3) corporation ( "Sandpointe "), 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, a public 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 Commons has proposed constructing at the northeast comer of MacArthur <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 />Sandpointe Neighborhood ( "Neighborhood ") 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 Sandpointe Neighborhood 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 term 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 />E. 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 />1 <br />