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JOINT COMMUNITY FACILITIES AGREEMENT This Joint Community Facilities Agreement, dated as of ,1999 (the "Agreement"), is entered into by and between the City of Redwood City ("Redwood City") and the California Department of Transportation ("CalTrans"). WHEREAS, the City Council of the City of Redwood City has heretofore adopted its Resolution No. 13590 stating its intention to form Redwood Shores Community Facilities District No. 99-1 (Shores Transportation Improvement Project) of the City of Redwood City (the "District") pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Tire 5 of the Government Code of the State of California (the "Act"), for the purpose of financing the construction, purchase, modification, expansion, improvement, or rehabilitation of streets, traffic signals, street intersections, and freeway interchanges (including incidental construction, purchase, modification, expansion, improvement, or rehabilitation of sanitary sewers, storm drainage facilities, utilities, parks, landscaping, and other infi:astructure improvements and relocations) for the following projects, including all furnishings, equipment, and supplies related thereto (collectively, the "Facilities"): (a) the Marine Parkway intersection at or near Oracle West/Shoreway Road; (b)the Marine Parkway intersection at or near Twin Dolphin Parkway; (c) the Marine Parkway intersection at or near Bridge Parkway; (d) the Redwood Shores Parkway intersection at or near Bridge Parkway; (e) the Ralston Avenue intersection at or near Hiller Street; (0 the no~hbound U.S. 101 on-ramp at the Marine Parkway/Ralston Avenue intemhange; (g) the HOV bypass lanes at the northbound U.S. 101 on-ramp at the Ralston Avenue interchange; and (h) the reconfiguration of the U.S. 101/Marine Parkway/Ralston Avenue interchange to a partial cloverleaf design; all as such improvements are more fully described in the "Shores Transportation Improvement District (STID) Final Report - Phase II" report dated as of April 10, 1998 and supplemented in the "Shores Transportation Improvement District (STID) Supplement to Final Report" supplement dated as of June 10, 1998 prepared by Brian Kangas Foulk; WHEREAS, certain of the Facilities are or'will be owned and/or operated by CalTrans (such Facilities being referred to herein as the "CalTrans Facilities"); WHEREAS, pursuant to Section 53316.2 of the Act, the District may finance facilities to be owned or operated by CalTrans only pursuant to a joint community facilities agreement between Redwood City and CalTrans entered into pursuant to such Section; and WHEREAS, the parties now desire to enter into this Agreement in order to allow the District to finance the CalTrans Facilities; NOW, THEREFORE, in consideration of the premises and the mutual promises and material covenants set forth herein, the parties hereto hereby agree as follows: SECTION 1. COMPLETION AND TRANSFER OF CALTRANS FACILITIES. When the CalTrans Facilities are completed in a manner acceptable to Redwood City and to CalTrans, as determined by Redwood City and CalTrans in accordance with their respective policies and procedures, Redwood City shall transfer the ownership and/or operation, as applicable, of the CalTrans Facilities to CalTrans, and CalTrans agrees to accept such transfer from Redwood City. Upon such transfer of the ownership and/or operation of the CalTrans Facilities to CalTrans, CalTrans shall 152117.5~2931.0003 B-4 1361