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ORIGINAL AGREEMENT FOR THE FUNDING OF OFF-SITE ROADWAY IMPROVEMENTS (Woodside Technology Center) THIS AGREEMENT FOR THE FUNDING OF OFF -SITE ROADWAY IMPROVEMENTS (the "Agreement"), is entered into as of~ 1997, by and between the CITY OF REDWOOD CITY, a municipal corporation of the State of California ("City"), and Chestnut Bay LLC, a California Limited Liability Corporation ("Owner"), relating to the funding of certain traffic mitigation measures for the development of buildings upon the real property of Owner, commonly referred to as the "Woodside Technology Center;" and more particularly described in Exhibit "A" attached hereto and incorporated by this reference (the "Property"). RECITALS WHEREAS, the Property comprises approximately 11.7 acres located in the southeastern comer of Redwood City, along Woodside Road at the address known as 800 and 898 Chestnut Street; WHEREAS, 'the Planning Commission of the City certified an Environmental Impact Report (EIR) addressing the development of three buildings totaling approximately 254,500 square feet of office/research & development (R&D) uses on the Property (the "Project") on July 22, 1997. The three buildings are referred to as "Building One," "Building Two," and "Building Three," in this Agreement and on Exhibit B attached hereto. Building One consists of approximately 132,726 square feet and Building Two and Building Three consist of approximately 60,861 square feet, each; WHEREAS, the EIR included a traffic analysis (the "EIR Traffic Analysis") which identified the Project's traffic impacts to Woodside Road/Middlefield Avenue, Woodside Road/Bay and Woodside Road/Broadway (generally referred to as the "Corridor") under existing conditions, cumulative impacts to the Woodside Road/Bay intersection, and increased traffic delays at the Woodside Road/U.S. 101 interchange. The EIR identified potential mitigation measures for these impacts. These mitigation measures were determined to be infeasible because they would increase traffic delays at other locations along the Corridor; WHEREAS, the Planning Commission of the City adopted a Mitigation Monitoring and Reporting Program for the Project on July 22, 1997 (the "Monitoring Program"). The Monitoring Program included revised mitigation measures for the Project traffic impacts to Woodside Road; WHEREAS, City approved an Architectural Permit related to the Project on August 27, 1997. In order to proceed with Project construction, Owner has requested that City, as an accommodation to Owner, issue four (4) separate permits: First, Owner has requested a grading permit (the "Project Grading Permit"). Second, Owner has requested we-170 10 I