Agmt15 Redwood City Partners, LLC

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ORIGINAL IlVIPLEMENTATION AGREEMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT (Block 2—Redwood Tower!Crossing 900 Project) This Implementation Agreement to Disposition and Development Agreement (this "Implementation AgreemenY'� is entered into as of � , 2015, by and between the CITY OF REDWOOD CITY (the "City'� and DWOOD CITY PAR1'NERS, LI.C, a Delaware limited liability company(the"Developer'�. The City and Developer are collectively refened to as the"Pazties." Recitals A. The City and Develaper previously entered into a Disposition and Development Agreement dated as of July 30, 2013 (the"DDA'�, pursuant to which the City agreed to sell to the Developer and the Developer ag�eed to purchase from the City certain property owned by the City (the "City Property'�, for ti�e purposes of development of a mixed use retaiUcommercial and office project (the "Project'� on the City Praperty and certain adjacent property owned by the Developer(the"Developer Propert�',and collectively with the City Property,the"Site'�. B. As a condition to develapment of the Project, Section F of the Scope of Development (Exhibit H to the DDA)requires the Developer to contribute One Million Dollars ($1,000,000.00) as a "Public Benefit Contribution" to be used for development of public improvements adjacent to the Site. Although the full scope of offsite improvements was still under design and discussion at the time of elcecution of the DDA, the offsite public improvements were anticipated to include installation of an iconic struct�ue,public plaza or other civic use to be determined by City in its sole discretion. � C. The Parties desire to enter into this Implementation Agreement to make certain modifications necessary to reflect the understanding and agreement of the Parties relating to the construction and installation of the public improvements to be constructed with the Public Benefit Contribution, in light of ciurent facts, conditions and circumstances and the further planning and decisions of the Parties following execution of the DDA. Capitalized terms not defined herein sha11 have the meanings ascribed in the DDA. D. The City Council has determined that the Public Benefit Improvements (as defined below in this Implementation Agreement) are so interwoven with the Developer's other improvements on and adjacent to the Site in terms of design and construction that it is not feasible or practical from a design, azchitectural, engineering, construcrion or cost standpoint to design and constcuct the Public Benefit Improvements as sepazate construction projects by public bid, and that the construction of the Public Benefit Improvements and the Developer's other Project improvements in an integrated and coordinate� manner by the Developer is the only feasible means of achieving such construction. REV:06-11-15 VR Page i of 8 ATTY/AGR.2015.118/RWC PARTNERS IMPLEMENTATION AGR TO BLOCK 2 DDA PUBLIC BENEFIT IMPROVEMENTS