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foundation permits to construct the foundations for Building One, Building Two, and Building Three (the "Project Foundation Permits"). Third, Owner intends to request building permits to construct the shells of Building One, Building Two, and Building Three (the "Project Building Permits"). Lastly, Owner intends to request building permits to construct Tenant Improvements for the interior of Building One, Building Two, and Building Three (the "Project Tenant Improvements Permits"); WHEREAS, City has hired Fehr & Peers ("Consultant") to perform preliminary traffic engineering and analyses (the "Traffic Studies") to identify improvements to Woodside Road that will improve traffic conditions along the Corridor. Consultant's Traffic Studies identified certain roadway improvements which would improve the entire Corridor, as set forth in Exhibit C, hereto, (the "Corridor Improvements"); WHEREAS, as of the date of City's approval of this Agreement, City has not adopted a citywide or areawide traffic impact fee program applicable to the Project pursuant to Government Code Section 66000 et seq. (the "Mitigation Fee Act"; the "Citywide or Areawide Traffic Impact Fee Program" or "Traffic Impact Fee"), nor has City established assessment districts or other financing mechanisms to fund the Corridor Improvements or other roadway improvements to mitigate traffic impacts from existing, approved, and pending development along the Corridor; WHEREAS, City may consider the formation of a Citywide or Areawide Traffic Impact Fee Program pursuant to the Mitigation Fee Act and/or an Assessment District for the Corridor and/or other appropriate area, covering all or any portion of Property pursuant to the Municipal Improvement Act of 1911 (Streets and Highways Code § 5000 et seq.), the Municipal Improvement Act of 1913 (Streets and Highways Code § 10000 et seq,), or any fair share financing mechanism, and all related State and local laws governing the formation of Assessment Districts (the "Corridor Assessment District") in the future; WHEREAS, the formation of a Citywide or Areawide Traffic Impact Fee Program and/or the Corridor Assessment District is not anticipated to feasibly occur prior to issuance of the Project Building Permits. WHEREAS, notwithstanding that City has not adopted such programs or established other funding mechanisms, City and Owner desire to provide for the traffic mitigation for the Project in accordance with this Agreement. DEFINITIONS "Gross Square Foot" or "Gross Square Footage" shall mean the sum of any and all gross horizontal areas of the several floors or portion thereof of a building measured from the exterior face of exterior walls. "Project Grading Permit" shall mean a permit issued by the Engineering Department of the City of Redwood City. we-l70 10 2