Agmt22 IQHQ Elco Yards, LP & Greystar GP II, LLC

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REV: 02-18-2022 SK 120695-00000325/5690848.4 Page 1 of 9 REIMBURSEMENT AGREEMENT BETWEEN THE CITY OF REDWOOD CITY AND IQHQ ELCO YARDS, LP AND GREYSTAR GP II, LLC THIS REIMBURSEMENT AGREEMENT (“Agreement”) is dated for informational purposes only as of the ____ day of February, 2022 by and between the CITY OF REDWOOD CITY, a charter city and California municipal corporation (“City”), and IQHQ Elco Yards, LP, a Delaware limited liability partnership (“Developer I”) and Greystar GP II, LLC, a Delaware limited liability company (“Developer II”) (Developer I and Developer II collectively referred to herein as “Developers” and Developers and City referred to herein collectively as the “Parties”). RECITALS A. By Resolution No. 15583, adopted in May 2017, City updated the Planning Division Cost Recovery Policy (the “Cost Recovery Policy”) for certain planning projects and requires the applicant to pay a deposit and/or fee to City to cover City’s costs of processing the application. Reimbursement includes among other things the cost for City staff, consultants, including, but not limited to, environmental consultants, housing consultants, and special legal counsel. Developer II filed an Application with City, governed by the Cost Recovery Policy; therefore consistent with the intent and framework of the Cost Recovery Policy, the Parties agree to enter into this Agreement requiring Developers to reimburse City for City resources expended during its evaluation of each Developer’s proposed development of the Project (defined below). B. Developer II and City entered into a Reimbursement Agreement dated November 30, 2017, as amended by Amendment No. 1 to Reimbursement Agreement dated November 13, 2020, and Amendment No. 2 to Reimbursement Agreement dated January 15, 2021, for the projects located at 1601 El Camino Real and 1304 El Camino Real (collectively referred to herein as “Original Reimbursement Agreement”). C. Developer I acquired from Developer II the part of the proposed project formerly called the South Main Mixed-Use Project and currently renamed Elco Yards, which is located between El Camino Real, Maple, Cedar and Main streets, generally referred to as Parcels A, B, C, D and E and includes the construction of 502 residential units (including 109 affordable units), 530,000 sq. ft. of office, 28,841 sq. ft. of retail, 8,367 sq. ft. of child care, and 40,000 sq. ft. of publicly-accessible open space (“Project Part I”). D. Developer II retained the offsite affordable housing portion of the proposed project located at 1304 El Camino Real, generally referred to as Parcel F, which includes the construction of 38 affordable housing units and is part of the entitled project (“Project Part II”) (collectively, Project Part I and Project Part II are referred to herein as the “Project”). E. The Parties desire to enter into this Agreement to allocate cost recovery to Developer I and Developer II for their respective portions of the Project and to implement the Cost Recovery Policy and specifically to cover the costs incurred commencing as of the Effective Date as defined in Section 2.01 and to be incurred by City in connection with the processing of the Project application. Developers understand that funding of such costs is at Developers’ sole risk and that nothing in this Agreement is or shall be construed to control or limit City’s exercise of discretion with respect to any aspect of evaluating the Project, nor shall it be construed as making any commitment regarding the granting of any entitlements for development. Developers further ATTY/AGR.2022.043/IQHQ (ELCO) (Page 1 of 9) 24th