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EXHIBIT "A" SCOPE OF SERVICES- Letter of Understanding Phase I Scope of Work and Vogel Responsibilities: The City desires to convert the existing use of Century Park 12 Movie Theatres located at 557 East Bayshore Road in Redwood City to retail automotive use. Vogel will advise and consult with the city and its assembled team as to how best to accomplish this goal. Vogel will be responsible for bringing the automotive retail and manufacturer expertise to the team. Vogel will work as part of the team and will participate in all meetings, calls, and will be the lead for the team contacting dealers and/or manufacturers, and/or developers and will be responsible for executing its part of the action plan developed by the team. Vogel will also be one of the lead negotiators in lease negotiations with the landlord (Syufy). Phase II Scope of Work and Vogel Responsibilities: The City desires to enter into a lease(s) with a tenant(s) on the subject property for an extended period of time. Vogel will lead negotiations with prospective tenants (dealers, manufacturers, developer) Consulting Fees, Expenses, Term and Termination of Agreement: Vogel will be paid $10,000 per month plus any pre approved travel and entertainment expenses at the end of each month. Vogel will submit a proper expense report as required by the City. The initial term shall be for a minimum of 12 months beginning April 15, 2006. Transaction Fee: The City conveys to Vogel an Exclusive Right To Negotiate (ERN) with prospective tenants. The city will include in its Request for Proposal provided to prospective tenants, Vogel's ERN and that Vogel will be entitled to a transaction fee to be paid by tenants upon execution of the lease(s) (the closing). This fee will be equivalent to 3 % of the initial term total lease value. i.e. The initial term is 20 years and the average annual rental total is $2,900,000. The initial total lease value is $58,000,000. The 3% success fee would be $1,740,000. Consulting Fee Rebate: Concurrent with the closing and payment of the last success fee Vogel will remit % of all consulting fees received to date back to the City. If there is no Transaction Fee due and or paid Vogel then Vogel will not be required to remit any consulting fees back to the City. If any additional property(s) become part of the project they would be added into any success fee calculation. A TTY/AGR/2006.023 050306 7