Agmt04 BHV Innisfree - On Broadway RWC Parking Facilities Agmt

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AGREEMENTS I. JEFFERSON GARAGE A. Capacity. The Jefferson Garage shall consist of an underground parking structure occupying two levels beneath the Project and a portion of Middlefield Road and containing approximately five hundred ninety-five (595) public parking spaces, which number shall be subject to adjustment upwards or downwards by ten percent (10%) based upon the reasonable determination by the City of the number of parking spaces that can be accommodated within the designated area of the Project Site, provided that the Jefferson Garage shall at all times contain no less than 580 parking spaces. B. Construction. Developer shall construct the Jefferson Garage in accordance with the terms and conditions of the DDA and the Construction and Reimbursement Agreement for Downtown Public Parking FaCility (the "Construction Agreement"). In connection with the construction ofthe Jefferson Garage, the City shall pay to Developer no more than the actual Parking Facility construction costs by disbursing funds to Developer in accordance with the disbursement program set forth in the Construction Agreement. C. Responsibility for Operations. On the date of the opening of the Jefferson Garage, the City shall assume full responsibility for the operation and maintenance ofthe Jefferson Garage and Developer shall have no further obligations with respect thereto. D. Minimum Hours of Operation. The Jefferson Garage shall be open to the public seven (7) days a week every week of the year (including holidays) from no later than one (1) hour before the opening of the Project business first to open, but in no event later than 7:00 a.m., and shall remain open until at least two (2) hours after the last Project business closes; provided, however, that the City shall have the right, in its sole discretion, to close the Jefferson Garage daily at no later than 3 a.m. Developer and/or Century shall notify the City on a periodic basis of the respective business hours of the Cinema and the other Project businesses. Notwithstanding the foregoing, portions of the Jefferson Garage may be closed or unavailable for use as contemplated hereunder from time to time, but only if and to the extent reasonably necessary to perform required maintenance and repairs and provided that (i) except in the event of an emergency, the City or the operator of the Jefferson Garage shall give Developer and Century at least seventy-two (72) hours' prior written notice of such maintenance and repairs, specifying the affected portions of the facility, the nature of the maintenance and repairs and the anticipated period of closure or unavailability, (ii) all such maintenance and repairs shall be performed expeditiously and in a manner intended to minimize the extent and duration of the closure or unavailability, Atty/Agr/Agr.194 062404 2