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THIS ADDENDUM TO GRANT OF EASEMENTS AND RECIPROCAL ACCESS, <br />PARKING, AND MAINTENANCE AGREEMENT ("Addendum") is dated for reference <br />purposes only as of s and made and entered into by and between the <br />CITY OF REDWOOD CITY, 6 charter city and California municipal corporation ("City") and <br />HAMILTON & WINSLOW PROPERTIES, LLC, a California limited liability company <br />("Developer"). <br />RECITALS <br />A. City and Developer have entered into that certain Disposition and Development <br />Agreement, dated as of September 3, 2015 (the "DDA') pursuant to which City agreed to convey <br />certain interests in real property to facilitate the development by Developer of its real property <br />generally located on the north side of Winslow Street between Hamilton Street and Middlefield <br />Road/Theatre Way (the "Developer Property"). <br />B. City and Developer entered into that certain Grant of Easements and Reciprocal <br />Access, Parking and Maintenance Agreement, dated as of November 3, 2015 (the "Parking <br />Agreement") to set forth the accessibility and parking obligations applicable to the Hamilton <br />Garage to help assure that there will be parking that supports both the Office Building and <br />downtown retail patrons and to improve the flow of traffic in the City's downtown area. <br />C. Pursuant to the DDA, the City conveyed to Developer easements beneath <br />Hamilton Street and Middlefield Road (the "Public Access Parcels") and title to a Sliver Parcel <br />(as defined in the DDA), and pursuant to the Parking Agreement, the City conveyed certain <br />easements to Developer. <br />D. As more particularly set forth in the DDA, the Project developed on the <br />Developer Property and Sliver Parcel consists of a mixed-use office/retail-commercial project <br />(the "Office Building") with a two-level underground parking garage (the "Hamilton Garage") <br />constructed on the Developer Property, beneath the Office Building, and in the Public Access <br />Parcels. <br />E. City owns that certain two-level underground public garage located at 825 <br />Middlefield Road/Theatre Way (the "Jefferson Garage") which is used primarily by patrons of <br />the adjacent Retail/Cinema development, and the Winslow Parcel, located on the west side of <br />Hamilton Street across from the Developer Property (the "Winslow Parcel"). City intends that <br />future development on the Winslow Parcel will include an underground parking garage (the <br />Winslow Garage") capable of being connected to the Hamilton Garage. <br />F. The DDA provides that the Hamilton Garage shall contain eighty-eight (88) <br />parking spaces and that Developer shall provide valet parking at all times the Hamilton Garage is <br />open. The project plans approved by the City Council show eighty-eight (88) parking spaces that <br />meet City standards, including sixteen (16) tandem parking spaces. <br />G. The Hamilton Garage contains eighty (80) parking spaces directly accessible <br />without valet assistance, while the remaining eight (8) parking spaces, which are in a tandem <br />configuration, will require valet assistance (the "Hamilton Spaces"). The Jefferson Garage <br />REV: 10-11-18 PR <br />Page 2 of 10 <br />ATTY/AGR.2018.244/HAMILTON & WINSLOW PROPERTIES, LLC <br />