Agmt23 557 East Bayshore Road Settlement Agreement

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ATTY/AGR/SETTLEMENTS/2023/SETTLEMENT AGREEMENT - 557 E. BAYSHORE ROAD REV: 05-17-23 JB #216638140_v1 3 J. In order to avoid the uncertainty, protracted time and significant expense attendant upon any potential further administrative challenge proceedings before the City, including but not necessarily limited to those available to Developer under the provisions of the Mitigation Fee Act (Gov. Code § 66000 et seq.)(the “MFA”), and any subsequent litigation challenging the legality of the imposition of the Fees and Contributions, the Parties believe it to be in their respective best interests to settle the Dispute in accordance with the terms of this Agreement. The Parties recognize that the implementation of this Agreement is a joint undertaking of the Parties and will promote the public interest by providing much needed new market rate and below market rate rental housing and recreational opportunities for the community. K. The City Council of City, on May 15, 2023, approved this Agreement and authorized and directed the City Manager to execute this Agreement on behalf of City, intending to be fully bound thereby, and thereupon to deliver, or cause to be delivered, this executed Agreement to Developer. NOW, THEREFORE, in consideration of the foregoing and the promises, covenants and provisions set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows: AGREEMENT 1. Purpose of Agreement. The Parties mutually acknowledge and agree that, subject to the terms and conditions of this Agreement, the primary purpose of this Agreement is to achieve a compromise and global settlement of the Dispute regarding the Fees and Contributions and, as an important element of such purpose, to clarify the meaning, intent, and scope of the Project Conditions. Each Party further acknowledges and agrees that this Agreement does not constitute, and shall not be construed as, an admission by any Party of the truth or validity of any claims, allegations, positions, assertions or other matters made by any Party relating to the Dispute. 2. Payment of Disputed Fees and Contributions. (a) Compromise Amount. Developer agrees to pay to City the total sum of Four Million Five Hundred and Twenty-One Thousand Nine Hundred Ninety-Seven and 00/100 Dollars ($4,521,997.00) (the “Compromise Amount”) in full and complete satisfaction of any and all of the amounts and requirements with respect to the Project described or referenced in clauses (i) through (iv), inclusive, below (collectively, the “Project MFA Fees”), whether City imposes or collects, or seeks to impose or collect, the Project MFA Fees for its own account(s) or on a “flow-through” basis on behalf of and for any other public agency, utility, or district (“Other Agency”): (i) Fees and Contributions imposed by or payable to City at any time with respect to the Project, including without limitation, those Fees and Contributions set forth in the following COA: (A) COA 6 (Transportation [Traffic] Impact Fee): (B) COA 7 (Parks Impact Fee);