Agmt14 Greystar GPII LLC Property Disposition Agreement

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The City Property was acquired by the City as part of a larger portion of property (the "Undercrossing Property"), using grant funds from the San Mateo County Transportation Authority (the "Authority"), a portion of which was used for the Jefferson Avenue Grade Separation Project (the "Undercrossing Project") pursuant to that certain Grade Separation Development Agreement between the City, the Authority and the San Mateo County Transit district ("SamTrans"), dated July 29, 1994 ("Grade Separation Ageement"). Undercrossing Project, The City Property constitutes that remaining portion of the Undercrossing Property that was not required for the Undercrossing Project, 102/ The Developer Property The Developer Property is that certain real property located adjacent to the City Property, located generally at 1033 Jefferson Avenue and 103-141 Wilson Street, as shown on the Map of the Developer Property (Attachment No. 2-A) and more particularly described in the Legal Description of the Developer Property (Attachment No. 2-B), The Developer Property consists of four (4) separate parcels, APNs 053-171-010, 053-171-020, 053-171-040 and 053- 171-080. 103. Parties to This Agreement 103.1 The City The City is a charter city and municipal corporation of the State of California. The office of the City is located at 1017 Middlefield Road, Redwood City, CA 94053, "City," as used in this Agreement, includes the City of Redwood City and any assignee of or successor to its rights, powers and responsibilities. 103.2 The Developer The Developer is Greystar GPI1, LLC, a Delaware limited liability company. The principal office of the Developer is located at One Market Street, 36th Floor, San Francisco, CA 94105. Wherever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided, The qualifications and identity of the Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered into this Agreement with the Developer. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. This Agreement may be terminated by the City pursuant to Section 406.2 hereof if there is any significant change (voluntary or involuntary) in the management or control of the Developer, except as expressly set forth herein. Notwithstanding any provision herein to the contrary, the Developer (or any permitted assignee of Developer hereunder) may, without the necessity of any consent by the City (and without any right of termination of this Agreement by the City), (i) assign this Agreement and the rights and obligations of the Developer hereunder, or transfer the management or control of the Developer, to any Affiliate of the Developer (as hereafter defined); and (ii) assign this Agreement, for purposes of security, to any bank, financial institution or other. ATTY/AG R/2014 197/RDW GREYSTAR PDA REV:10-0141 PT&VR 82483{000t7\9102745 13 2