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THIS DEVELOPMENT AGREEMENT ("Agreement") is entered into effective as of [ ],2004 ("Effective Date"), by and between the City of Redwood City, a municipal corporation of the State of California ("City") and Glenborough-Pauls, a Delaware limited liability company ("Developer"). RECIT ALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties: 1 Developer is the owner of certain real property, located within the City and more particularly described on Exhibit A attached hereto (the "Property"). 2 The Property is located within the Precise Plan, adopted by the City on ,2004 by Resolution No. (as in effect on the Effective Date of this Agreement, the "Precise Plan"; a copy ofthe Precise Plan is attached hereto as Exhibit B). 3 Pursuant to California Government Code section 65864, et seq., the City has authority to enter into an agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property. 4 The Precise Plan allows the Developer to develop on the Property a project consisting of up to 1930 residential units, 150,000 rentable square feet of office space and 25,000 rentable square feet of commercial retail space, and a hotel of up to 200 rooms, together with open space, streets, walkways, waterfront esplanades and ancillary facilities, on terms and conditions and subject to parameters described in the Precise Plan (the "Project"). 5 In order for the Developer to be able to undertake the Project, and in particular to make the large investments in public improvements, benefits, services and amenities called for in the Precise Plan, the Developer must have assurances that, if the Developer is able to meet the requirements of the Precise Plan, the Developer will have sufficient time to complete the Project under stable and known rules. 6 The City has determined that the development of the Project under the Precise Plan would achieve significant goals and objectives of the City's land use planning policies, in particular providing needed housing in a compact, attractively designed development located near existing development with public waterfront access, and that it is appropriate through this Agreement to minimize uncertainty in planning for and securing orderly development of the Property, assure construction and installation of necessary public improvements and provision of public services appropriate to the development of the Property, and ensure attainment of the maximum effective utilization of resources within the City at the least economic cost to its citizens. 7 On July 8, 2003, the City certified an Environmental Impact Report for the Project (the "EIR"). A notice of determination for the EIR was filed on ,2004. 1289\02\ 175277 .12 1